Sec Form 13G Filing - Luxor Capital Group LP filing for Queen's Gambit Growth Capital (GMBT) - 2021-02-01

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(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)
ISIN Number: KYG7315C1270**
(CUSIP Number)
January 20, 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)
[x]            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 disclosures provided in a prior cover page.
** (See Item 2(e))
The information required on 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 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.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Partners, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
154,542
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
154,542
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
154,542
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN




1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Partne rs Offshore Master Fund, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(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
   
 
94,344
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
94,344
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
94,344
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Partners Offshore, Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(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
   
 
94,344
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
94,344
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
94,344
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
CO



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Lugard Road Capital Master Fund, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(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
   
 
2,195,053
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,195,053
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,195,053
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
6.36%
   
12.
TYPE OF REPORTING PERSON
   
 
PN



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Wavefront, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
70,841
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
70,841
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
70,841
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Partners Long, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
5,220
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
5,220
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
5,220
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
LCG Holdings, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
324,947
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
324,947
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
324,947
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
OO


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Lugard Road Capital GP, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
2,195,053
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,195,053
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,195,053
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
6.36%
   
12.
TYPE OF REPORTING PERSON
   
 
OO


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Group, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
2,520,000
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,520,000
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,520,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
7.30%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Management, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
2,520,000
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,520,000
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,520,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
7.30%
   
12.
TYPE OF REPORTING PERSON
   
 
OO


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Jonathan Green
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(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
   
 
2,195,053
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,195,053
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,195,053
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
6.36%
   
12.
TYPE OF REPORTING PERSON
   
 
IN


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Christian Leone
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(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
   
 
2,520,000
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
2,520,000
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,520,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
7.30%
   
12.
TYPE OF REPORTING PERSON
   
 
IN


Item 1(a).
Name of Issuer:
Queen’s Gambit Growth Capital (“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 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.
Item 2(d).
Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”).
Item 2(e).
CUSIP Number:
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.

Item 3.
If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
(a)
[ ]
Broker or dealer registered under Section 15 of the Exchange Act.
 
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
 
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
 
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
 
(e)
[ ]
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
 
(f)
[ ]
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
 
(g)
[ ]
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
 
(h)
[ ]
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
 
(i)
[ ]
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
(j)
[ ]
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
 
(k)
[ ]
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.
Ownership.
(a)
Amount beneficially owned:
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,



(i)
The Onshore Fund beneficially owned 154,542 Class A Ordinary Shares;

(ii)
The Offshore Master Fund beneficially owned 94,344 Class A Ordinary Shares.  The  Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the Class A Ordinary Shares beneficially owned by the Offshore Master Fund;

(iii)
The Lugard Master Fund beneficially owned 2,195,053 Class A Ordinary Shares;

(iv)
The Wavefront Fund beneficially owned 70,841 Class A Ordinary Shares;

(v)
The Long Fund beneficially owned 5,220 Class A Ordinary Shares;

(vi)
LCG Holdings, as the general partner of the Onshore Fund, the Offshore Master Fund, the Wavefront Fund and the Long Fund may be deemed to have beneficially owned the 324,947 Class A Ordinary Shares beneficially owned by the Onshore Fund, the Offshore Master Fund, the Wavefront Fund and the Long Fund;

(vii)
Lugard GP, as the general partner of the Lugard Master Fund, may be deemed to have beneficially owned the 2,195,053 Class A Ordinary Shares beneficially owned by the Lugard Master Fund;

(viii)
Mr. Green, as a managing member of Lugard GP, may be deemed to have beneficially owned the 2,195,053 Class A Ordinary Shares beneficially owned by Lugard GP;

(ix)
Luxor Capital Group, as the investment manager of the Onshore Fund, the Offshore Feeder Fund, the Offshore Master Fund, the Lugard Master Fund, the Wavefront Fund and the Long Fund (collectively, the “Funds”), may be deemed to have beneficially owned the 2,520,000 Class A Ordinary Shares beneficially owned by the Funds;

(x)
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 2,520,000 Class A Ordinary Shares beneficially owned by Luxor Capital Group; and

(xi)
Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 2,520,000 Class A Ordinary Shares beneficially owned by Luxor Management.
(b)
Percent of Class:
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.
(c)
Number of shares as to which such person has:

(i)
Sole power to vote or to direct the vote of Class A Ordinary Shares:
See Cover Pages Items 5-9.

(ii)
Shared power to vote or to direct the vote of Class A Ordinary Shares:
See Cover Pages Items 5-9.



(iii)
Sole power to dispose or to direct the disposition of Class A Ordinary Shares:
See Cover Pages Items 5-9.

(iv)
Shared power to dispose or to direct the disposition of Class A Ordinary Shares:
See Cover Pages Items 5-9.
Item 5.
Ownership of Five Percent or Less of a Class.
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 [  ].
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.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
See Exhibit A.
Item 9.
Notice of Dissolution of Group.
Not applicable.
Item 10.
Certification.
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
LUXOR CAPITAL PARTNERS, LP
 
   
By: LCG Holdings, LLC, as General Partner
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
 
   
By: LCG Holdings, LLC, as General Partner
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
 
   
By: Luxor Capital Group, LP, as investment manager
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LUGARD ROAD CAPITAL MASTER FUND, LP
 
   
By: Lugard Road Capital GP, LLC, as General Partner
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LUXOR CAPITAL PARTNERS LONG, LP
 
   
By: LCG Holdings, LLC, as General Partner
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 



LUXOR CAPITAL GROUP, LP
 
   
By: Luxor Management, LLC, as General Partner
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LUXOR WAVEFRONT, LP
 
   
By: LCG Holdings, LLC, as General Partner
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LCG HOLDINGS, LLC
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LUGARD ROAD CAPITAL GP, LLC
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LUXOR MANAGEMENT, LLC
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


   
/s/ Norris Nissim
 
NORRIS NISSIM, as Agent for Jonathan Green
 


   
/s/ Norris Nissim
 
NORRIS NISSIM, as Agent for Christian Leone
 



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
LUXOR CAPITAL PARTNERS, LP
 
   
By: LCG Holdings, LLC, as General Partner
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
 
   
By: LCG Holdings, LLC, as General Partner
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
 
   
By: Luxor Capital Group, LP, as investment manager
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LUGARD ROAD CAPITAL MASTER FUND, LP
 
   
By: Lugard Road Capital GP, LLC, as General Partner
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 



LUXOR WAVEFRONT, LP
 
   
By: LCG Holdings, LLC, as General Partner
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 
 
 
LUXOR CAPITAL PARTNERS LONG, LP
 
   
By: LCG Holdings, LLC, as General Partner
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LUXOR CAPITAL GROUP, LP
 
   
By: Luxor Management, LLC, as General Partner
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LCG HOLDINGS, LLC
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LUGARD ROAD CAPITAL GP, LLC
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 


LUXOR MANAGEMENT, LLC
 
   
 
By:
/s/ Norris Nissim
 
   
Norris Nissim,
 
   
General Counsel
 

   
/s/ Norris Nissim
 
NORRIS NISSIM, as Agent for Jonathan Green
 

   
/s/ Norris Nissim
 
NORRIS NISSIM, as Agent for Christian Leone
 



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
STATE OF NEW YORK
)
   
COUNTY OF NEW YORK
)

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.
 
/s/ Clare Rosenbalm
 
Name: Clare Rosenbalm
 
Notary Public, State of NY
 
License #: 01RO6364701



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
STATE OF NEW YORK
)
   
COUNTY OF NEW YORK
)

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.
 
/s/ Clare Rosenbalm
 
Name: Clare Rosenbalm
 
Notary Public, State of NY
 
License #: 01RO6364701



Commission Expires: September 18, 2021