SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Grace Victoria K.

(Last)

(First)

(Middle)

55 HUDSON YARDS, 44TH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/19/2021

3. Issuer Name and Ticker or Trading Symbol
Queen's Gambit Growth Capital [ GMBT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Ordinary Shares	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	8,625,000⁽²⁾	⁽¹⁾	I	See footnote⁽³⁾

Explanation of Responses:

1. The Class B Ordinary Shares, par value $0.0001 per share (the "Class B Ordinary Shares") of Queen's Gambit Growth Capital (the "Issuer") will convert into the Issuer's Class A Ordinary Shares, par value $0.0001 per share (together, with the Class B Ordinary Shares, the "ordinary shares"), after the Issuer's initial business combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.

2. Includes 1,125,000 Class B Ordinary Shares that are subject to forfeiture if the underwriters in the Issuer's initial public offering do not exercise their over-allotment option.

3. Queen's Gambit Holdings LLC (the "Sponsor") is the record holder of the shares reported herein. The reporting person is the managing member of Sponsor. Accordingly, the reporting person may be deemed to have or share beneficial ownership of the ordinary shares held directly by Sponsor.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Victoria Grace	01/19/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.