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 September 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)

300 Park Avenue, 16^th Floor

New York, New York

10022

(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 November 23, 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.

Table of Contents

GROWTH CAPITAL ACQUISITION CORP.

Quarterly Report on Form 10-Q

Table of Contents


		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and March 31, 2021	1

	Unaudited Consolidated Statements of Operations for the six and three months ended September 30, 2021 and 2020	2

	Unaudited Consolidated Statements of Changes in Stockholders’ Deficit for the six and three months September 30, 2021 and 2020	3

	Unaudited Consolidated Statement of Cash Flows for the six months September 30, 2021 and 2020	4

	Notes to Unaudited Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

SIGNATURES		29

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

GROWTH CAPITAL ACQUISITION CORP.

CONSOLIDATED BALANCE SHEETS


	September 30, 2021		March 31, 2021
	(Unaudited)			(Restated)
Assets:
Cash	$	238,567	$	749,737
Prepaid expenses		45,748		114,937
Total current assets		284,315		864,674
Investments held in Trust Account		172,516,064		172,505,514

Total assets	$	172,800,379	$	173,370,188

Liabilities and Shareholders’ Equity:

Accounts payable and accrued expenses	$	575,746	$	73,756
Total current liabilities		575,746		73,756

Warrant liability		13,989,750		7,141,500

Total liabilities		14,565,496		7,215,256

Commitments Contingencies
Class A common stock subject to possible redemption ; 17,250,000 shares at September 30, 2021 and March 31, 2021, respectively (at redemption value of $10.00 per share)		172,500,000		172,500,000

Shareholders’ deficit:
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, 0 shares (excluding 17,250,000 shares subject to possible redemption) issued and outstanding at September 30, 2021 and March 31, 2021, respectively		—		—
Class B common stock, $0.0001 par value, 10,000,000 shares authorized,4,312,500 shares issued and outstanding at September 30, 2021 and March 31, 2021		431		431
Additional paid-in capital		—		—
Retained earnings (accumulated deficit)		(14,265,548)		(6,345,499)

Total shareholders’ deficit		(14,265,117)		(6,345,068)

Total liabilities and shareholders’ deficit	$	172,800,379	$	173,370,188

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

GROWTH CAPITAL ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended September 30,				For the Six Months Ended September 30,
	2021		2020		2021		2020
General and administrative expenses	$	1,016,918	$	—	$	1,083,556	$	—
Loss from operations		(1,016,918)		—		(1,083,556)		—
Other income (loss):
Unrealized loss on FV changes of warrants		(5,382,000)		—		(6,848,250)		—
Interest income		4,330		—		11,757		—
Net Loss	$	(6,394,588)	$	—	$	(7,920,049)	$	—

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		17,250,000		—		17,250,000		—

Basic and diluted net loss per share, Class A common stock subject to possible redemption	$	(0.30)	$	0.00	$	(0.37)	$	0.00

Basic and diluted weighted average shares outstanding, Class B common stock		4,312,500		4,312,500		4,312,500		4,312,500

Basic and diluted net loss per share, Class B common stock	$	(0.30)	$

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