Filing Details

Queen’s Gambit Growth Capital (“Issuer”)

55 Hudson Yards, 44th Floor

New York, New York 10001

Item 2.  (a) Name of Persons Filing:

(b) Address of Principal Business Office or, if None, Residence:

(c) Citizenship:

The names and citizenships of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):

Luxor Capital Partners, LP (the “Onshore Fund”)

Citizenship: Delaware

Luxor Capital Partners Offshore Master Fund, LP (the “Offshore Master Fund”)

Citizenship: Cayman Islands

Luxor Capital Partners Offshore, Ltd. (the “Offshore Feeder Fund”)

Citizenship: Cayman Islands

Lugard Road Capital Master Fund, LP (the “Lugard Master Fund”)

Citizenship: Cayman Islands

Luxor Wavefront, LP (the “Wavefront Fund”)

Citizenship: Delaware

Luxor Capital Partners Long, LP (the “Long Fund”)

Citizenship: Delaware

LCG Holdings, LLC (“LCG Holdings”)

Citizenship: Delaware

Lugard Road Capital GP, LLC (“Lugard GP”)

Citizenship: Delaware

Luxor Capital Group, LP (“Luxor Capital Group”)

Citizenship: Delaware

Luxor Management, LLC (“Luxor Management”)

Citizenship: Delaware

Jonathan Green (“Mr. Green”)

Citizenship: United States

Christian Leone (“Mr. Leone”)

Citizenship: United States

The principal business address of each of the Onshore Fund, the Wavefront Fund, the Long Fund, Luxor Capital Group, Luxor Management, Lugard GP, LCG Holdings, Mr. Green and Mr. Leone is 1114 Avenue of the Americas, 28th Floor, New York, New York 10036.

The principal business address of each of the Offshore Master Fund, the Offshore Feeder Fund and the Lugard Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”).

As of the date of this Schedule 13G, a CUSIP number is not available for the Issuer’s Class A Ordinary Shares or the Issuer’s units (the “Units”).  However, the ISIN number for the Issuer’s Units is KYG7315C1270.  See Item 4(a) below.

As of the close of business on January 22, 2021, the Reporting Persons beneficially owned an aggregate of 2,520,000 of the Issuer’s Class A Ordinary Shares as a result of holding 2,520,000 of the Issuer’s Units. Each Unit consists of one of the Issuer’s Class A Ordinary Shares and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one of the Issuer’s Class A Ordinary Shares. The Issuer’s warrants will become exercisable on the later of 30 days after the completion of the Issuer’s initial business combination and 12 months from the closing of the Issuer’s initial public offering. Specifically, as of the close of business on January 22, 2021,

As of the close of business on January 22, 2021, the Reporting Persons may be deemed to have beneficially owned 2,520,000 of the Issuer’s Class A Ordinary Shares or 7.30% of the Issuer’s Class A Ordinary Shares outstanding (see Item 4(a) above), which percentage was calculated based on 34,500,000 of the Issuer’s Class A Ordinary Shares outstanding as of January 22, 2021, as per the information reported in the Issuer’s Form 8-K filed January 25, 2021.  Specifically, as of the close of business on January 22, 2021, each Reporting Person beneficially owned such percentage as reflected on Item 11 of the applicable Cover Page hereto.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Not applicable.

Not applicable.

See Exhibit A.

Not applicable.

By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:  February 1, 2021

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Ordinary Shares of Queen’s Gambit Growth Capital dated February 1, 2021, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated:  February 1, 2021

EXHIBIT B

POWER OF ATTORNEY

The undersigned hereby makes, constitutes and appoints each of Norris Nissim, Adam Miller and Virgil Alagon as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.

The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the 1934 Act or any other provision of the 1934 Act or the rules promulgated thereunder.

This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 6, 2017.

/s/ Christian Leone

ACKNOWLEDGEMENT IN NEW YORK STATE

On November 6, 2017 before me, the undersigned personally appeared, Christian Leone, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Commission Expires: September 18, 2021

POWER OF ATTORNEY

The undersigned hereby makes, constitutes and appoints each of Norris Nissim, Adam Miller and Virgil Alagon as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.

The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the 1934 Act or any other provision of the 1934 Act or the rules promulgated thereunder.

This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 6, 2017.

/s/ Jonathan Green

ACKNOWLEDGEMENT IN NEW YORK STATE

On November 6, 2017 before me, the undersigned personally appeared, Jonathan Green, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Commission Expires: September 18, 2021