Withdrawal of Registration Statement (rw)
08 Novembre 2021 - 6:08PM
Edgar (US Regulatory)
November
8, 2021
Via
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporate Finance
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Growth
Capital Acquisition Corp.
Request
for Withdrawal of Registration Statement on Form S-1
File
No. 333-260728
Ladies
and Gentlemen:
On
November 3, 2021, Growth Capital Acquisition Corp., a Delaware corporation (the “Company”), filed a Registration Statement
on Form S-1 (File No. 333-260728) (together with the exhibits and supplements thereto, the “Registration Statement”) under
the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”)
for the registration of Company’s common stock and warrants in specified primary and secondary offerings.
Pursuant
to Rule 477 under the Securities Act, the Company hereby requests that the Commission consent to the withdrawal of the Registration Statement. The Registration Statement has not been declared effective by the Commission and no securities have been issued or sold under
the Registration Statement. Based on the foregoing, the Company submits that the withdrawal of the Registration Statement is consistent
with the public interest and the protection of investors, as contemplated by Rule 477(a).
The
Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement.
However, the Company requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection
with the filing of the Registration Statement be credited to the Company’s account to be offset against the filing fee for any
future registration statement of the Company or an affiliate thereof.
Please
feel free to contact Jeffrey W. Rubin, legal counsel to the Company, at 212-370-1300 or via email at jrubin@egsllp.com if you have any
questions. Thank you for your assistance with this matter.
Sincerely,
Growth Capital Acquisition Corp.
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By:
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/s/
George Syllantavos
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Co-Chief Executive Officer
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Growth Capital Acquisition (NASDAQ:GCACU)
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