UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
QUEEN’S GAMBIT GROWTH CAPITAL
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G7315C101
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
NAME OF REPORTING PERSON
Queen’s Gambit Holdings LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
8,625,000 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
8,625,000 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,625,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒ (2) | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0% (3) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | The shares reported above represent Class B ordinary shares of the Issuer that are convertible into Class A ordinary shares of the Issuer and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-251790). Queen’s Gambit Holdings LLC is the record holder of the Class B ordinary shares reported herein. Victoria Grace is the managing member of Queen’s Gambit Holdings LLC. Accordingly, Victoria Grace may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Queen’s Gambit Holdings LLC. |
| (2) | Excludes 5,933,333 Class A ordinary shares of the Issuer which may be issued upon the exercise of warrants held by Queen’s Gambit Holdings LLC that are not presently exercisable. |
| (3) | The percentage set forth in Row 11 of this Cover Page is based on 43,125,000 Class A ordinary shares of the Issuer outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q/A filed with the U.S. Securities and Exchange Commission on November 24, 2021, and assuming the conversion of all of the Class B ordinary shares of the Issuer beneficially owned by the Reporting Person as set forth in Row 9. |
| 1 |
NAME OF REPORTING PERSON
Victoria Grace | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
8,625,000 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
8,625,000 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,625,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒ (2) | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.0% (3) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | The shares reported above represent Class B ordinary shares of the Issuer that are convertible into Class A ordinary shares of the Issuer and have no expiration date, as described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-251790). Queen’s Gambit Holdings LLC is the record holder of the Class B ordinary shares reported herein. Victoria Grace is the managing member of Queen’s Gambit Holdings LLC. Accordingly, Victoria Grace may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Queen’s Gambit Holdings LLC. |
| (2) | Excludes 5,933,333 Class A ordinary shares of the Issuer which may be issued upon the exercise of warrants held by Queen’s Gambit Holdings LLC that are not presently exercisable. |
| (3) | The percentage set forth in Row 11 of this Cover Page is based on 43,125,000 Class A ordinary shares of the Issuer outstanding as of November 15, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q/A filed with the U.S. Securities and Exchange Commission on November 24, 2021, and assuming the conversion of all of the Class B ordinary shares of the Issuer beneficially owned by the Reporting Person as set forth in Row 9. |
| Item 1(a). | NAME OF ISSUER: |
Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Issuer”)
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
55 Hudson Yards, 44th Floor, New York, New York 10001
| Item 2(a). | NAME OF PERSON FILING: |
This Schedule 13G is being jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1, by the following entities and persons, all of whom are together referred to herein as the “Reporting Persons”:
(i) Queen’s Gambit Holdings LLC; and
(ii) Victoria Grace.
Queen’s Gambit Holdings LLC is the record holder of the Class B ordinary shares reported herein. Victoria Grace is the managing member of Queen’s Gambit Holdings LLC. Accordingly, Victoria Grace may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by Queen’s Gambit Holdings LLC.
Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons expressly declare that the filing of this schedule shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person, and such beneficial ownership is expressly disclaimed.
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
55 Hudson Yards, 44th Floor, New York, New York 10001
| Item 2(c). | CITIZENSHIP: |
(i) Queen’s Gambit Holdings LLC – Cayman Islands
(ii) Victoria Grace – United States
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
Class A ordinary shares, par value $0.0001 per share
| Item 2(e). | CUSIP NUMBER: |
G7315C101
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
Not applicable.
| Item 4. | OWNERSHIP. |
The information required by Item 4 is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
Not applicable.
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Not applicable.
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. |
Not applicable.
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
| Item 10. | CERTIFICATION. |
Not applicable.
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Joint Filing Agreement between Victoria Grace and Queen’s Gambit Holdings LLC regarding filing of Schedule 13G, dated February 10, 2022. | |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 10, 2022
| QUEEN’S GAMBIT HOLDINGS LLC |
| By: /s/ Victoria Grace |
| Name: Victoria Grace |
| Title: Managing Member |
| /s/ Victoria Grace |
| Name: Victoria Grace |