UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

GROWTH CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39959	27-2447291
(State or other jurisdiction of	(Commission File	(I.R.S. Employer Identification
incorporation or organization)	Number)	Number)

405 Lexington Ave, New York, NY		10174
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 212-895-3500

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	GCACU	The Nasdaq Capital Market
Class A common stock, par value $0.0001 per share	GCAC	The Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	GCACW	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 16, 2021, 17,250,000 shares of Class A common stock, par value $0.0001, and 4,312,500 shares of Class B common stock, par value $0.0001, of the registrant were issued and outstanding.


		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of June 30, 2021 (Unaudited) and March 31, 2021	1

	Unaudited Condensed Statements of Operations for the three months ended June 30, 2021 and 2020	2

	Unaudited Condensed Statements of Changes in Stockholders’ Equity for the three months June 30, 2021 and 2020	3

	Unaudited Condensed Statement of Cash Flows for the three months June 30, 2021 and 2020	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	21

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	21

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

SIGNATURES		24


	June 30, 2021		March 31, 2021
Assets:	Unaudited
Cash	$	718,500	$	749,737
Prepaid expenses		80,532		114,937
Total current assets		799,032		864,674
Investments held in Trust Account		172,511,739		172,505,514

Total assets	$	173,310,771	$	173,370,188

Liabilities and Shareholders’ Equity:

Accounts payable and accrued expenses	$	73,550	$	73,756
Total current liabilities		73,550		73,756

Warrant liabilities		8,607,750		7,141,500

Total liabilities		8,681,300		7,215,256

Commitments and Contingencies
Class A common stock subject to possible redemption ; 15,962,947 and 16,115,493 shares at June 30, 2021 and March 31, 2021, respectively (at redemption value of $10.00 per share)		159,629,470		161,154,930

Shareholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—		—
Class A common stock, $0.0001 par value, 100,000,000 shares authorized, 1,287,053 and 1,134,507 shares (excluding 15,962,947 and 16,115,493 shares subject to possible redemption) issued and outstanding at June 30, 2021 and March 31, 2021, respectively		128		113
Class B common stock, $0.0001 par value, 10,000,000 shares authorized,4,312,500 shares issued and outstanding at June 30, 2021 and March 31, 2021		431		431
Additional paid-in capital		1,525,445		—
Retained earnings		3,473,997		4,999,458

Total shareholders’ equity		5,000,001		5,000,002

Total liabilities and shareholders’ equity	$	173,310,771	$	173,370,188


	For the Three Months Ended June 30,
	2021		2020
General and administrative expenses	$	66,638	$	—
Loss from operations		(66,638)		—
Other income (loss):
Change in fair value of warrants		(1,466,250)		—
Interest income – operating account		1,202		—
Interest income – Trust Account		6,225		—
Net loss	$	(1,525,461)	$	—

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		16,115,493		—

Basic and diluted net loss per share, Class A common stock subject to possible redemption	$	0.00	$	—

Basic and diluted weighted average shares outstanding, Class B common stock		5,447,007		3,750,000

Basic and diluted net loss per share, Class B common stock	$	(0.28)	$	—


	Common Stock						Additional		Accumulated		Total
	Class A			Class B			Paid-In		Earnings		Shareholders’
	Shares	Amount		Shares	Amount		Capital		(Deficit)		Equity
Balance, March 31, 2020	—	$	—	4,312,500	$	431	$	148,269	$	(146,657)	$	2,043
Net income	—		—	—		—		—		—		—
Balance, June 30, 2020 (Unaudited)	—	$	—	4,312,500	$	431	$	148,269	$	(146,657)	$	2,043

Balance as of March 31, 2021	1,134,507	$	113	4,312,500	$	431	$	—	$	4,999,458	$	5,000,002
Class A common stock subject to possible redemption	152,546		15	—		—		1,525,445		—		1,525,460
Net loss	—		—	—		—		—		(1,525,461)		(1,525,461)
Balance as of June 30, 2021 (Unaudited)	1,287,053	$	128	4,312,500	$	431	$	1,525,445	$	3,473,997	$	5,000,001


	As Reported		Adjustment		As Adjusted
Audited Balance Sheet as of March 31, 2021
Additional paid in capital	$	(3,115,509)	$	3,115,509	$	—
Retained earnings	$	8,114,967	$	(3,115,509)	$	4,999,458
Total shareholders' equity	$	5,000,002	$	—	$	5,000,002

Audited Statement of Changes in Shareholders' Equity as of March 31, 2021
Additional paid-in capital	$	(3,115,509)	$	3,115,509	$	—
Retained earnings	$	8,114,967	$	(3,115,509)	$	4,999,458
Total shareholders' equity	$	5,000,002	$	—	$	5,000,002


	Level 1		Level 2		Level 3
Assets:
Investments held in Trust Account-Money Market Mutual Funds		172,511,739		—		—
Liabilities
Warrant Liability—Public Warrants	$	5,347,500	$	—	$	—
Warrant Liability—Private Warrants		—		—		3,260,250
	$	5,347,500	$	—	$	3,260,250


Input	June 30, 2021
Risk-free interest rate		1.0	%
Expected term (years)		5.36
Expected volatility		11.9	%
Stock Price	$	9.70
Exercise price	$	11.50
Dividend yield		—	%


	Private
	Warrants
Fair value as of March 31, 2021	$	2,742,750
Change in fair value		517,500
Fair value as of June 30, 2021	$	3,260,250


Exhibit No.		Description
1.1		Underwriting Agreement, dated January 29, 2021, by and between the Company and Maxim as representative of the several underwriters. (1)
1.2		Business Combination Marketing Agreement, dated January 29, 2021, by and between the Company and Maxim. (1)
3.1		Amended and Restated Certificate of Incorporation. (1)
4.1		Warrant Agreement, dated January 29, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)
10.1		Letter Agreement, dated January 29, 2021, by and between the Company and the Sponsor. (1)
10.2		Letter Agreement, dated January 29, 2021, by and between the Company and Nautilus. (1)
10.3		Letter Agreement, dated January 29, 2021, by and between the Company and HB Strategies. (1)
10.4		Letter Agreement, dated January 29, 2021, by and among the Company and its officers and directors. (1)
10.5		Investment Management Trust Agreement, dated January 29, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)
10.6		Registration Rights Agreement, dated January 29, 2021, by and between the Company and the Sponsor. (1)
10.7		Registration Rights Agreement, dated January 29, 2021, by and between the Company and Nautilus. (1)
10.8		Registration Rights Agreement, dated January 29, 2021, by and between the Company and HB Strategies. (1)
10.9		Registration Rights Agreement, dated January 29, 2021, by and between the Company and its directors. (1)
10.10		Private Placement Warrant Purchase Agreement, dated January 29, 2021, by and between the Company and the Sponsor. (1)
10.11		Private Placement Warrant Purchase Agreement, dated January 29, 2021, by and between the Company and Nautilus. (1)
10.12		Private Placement Warrant Purchase Agreement, dated January 29, 2021, by and between the Company and HB Strategies. (1)
10.13		Administrative Services Agreement, dated January 29, 2021, by and between the Company and the Sponsor. (1)
31.1*		Certification of the Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document


		GROWTH CAPITAL ACQUISTION CORP.

Date:	August 18, 2021		/s/ Prokopios (Akis) Tsirigakis
		Name:	Prokopios (Akis) Tsirigakis
		Title:	Chairman and Co-Chief Executive Officer
			(Principal Executive Officer)

Date:	August 18, 2021		/s/ George Syllantavos
		Name:	George Syllantavos
		Title:	Co-Chief Executive Officer and Chief Financial Officer
			(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Growth Capital Acquisition Corp.