Queen's Gambit Growth Capital (Form: S-1MEF, Received: 01/19/2021 21:36:58)

As filed with the U.S. Securities and Exchange Commission on January 19, 2021.

Registration No. 333-

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

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Queen’s Gambit Growth Capital

(Exact Name of Registrant as Specified in its Charter)


Cayman Islands	6770	98-1571453
(State or other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

55 Hudson Yards, 44^th Floor
New York, NY 10001

(917) 907-4618

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Victoria Grace

Chief Executive Officer

55 Hudson Yards, 44^th Floor
New York, NY 10001

(917) 907-4618

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Brenda Lenahan

E. Ramey Layne
Vinson & Elkins L.L.P.
1114 Avenue of the Americas, 32nd Floor

New York, NY 10036

(212) 237-0000

P. Michelle Gasaway
Gregg A. Noel

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400

Los Angeles, CA 90071

(213) 687-5000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-251790

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Being Registered	Amount Being Registered		Proposed Maximum Offering Price Per Security(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Units, each consisting of one Class A Ordinary Shares, $0.0001 par value, and one-third of one warrant(2)	2,875,000 Units	$	10.00	$	28,750,000	$	3,137
Class A Ordinary Shares included as part of the units(3)	2,875,000 Shares		—		—		—	(4)
Warrants included as part of the units(3)	958,333 Warrants		—		—		—	(4)
Total				$	28,750,000	$	3,137	(5)

(1)	Estimated solely for the purpose of calculating the registration fee.

(2)

Represents only the additional number of securities being registered and includes 375,000 units, consisting of 375,000 Class A Ordinary Shares and 125,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-251790).

(3)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(4)	No fee pursuant to Rule 457(g) under the Securities Act of 1933, as amended.

(5)

The Registrant previously registered securities having a proposed maximum aggregate offering price of $316,250,000 on its Registration Statement on Form S-1, as amended (File No. 333-251790), which was declared effective by the U.S. Securities and Exchange Commission on January 19, 2021. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional number of securities having a proposed maximum offering price of $28,750,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

The Registration Statement shall become effective upon filing with the U.S. Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed with respect to registration of 2,875,000 additional units of Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share, par value $0.0001 per share (a “Class A ordinary share”), and one-third of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1, including 375,000 units that may be purchased by the underwriters to cover over-allotments, if any. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-251790) (the “Prior Registration Statement”), initially filed by the Registrant on December 29, 2020 and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on January 19, 2021. The required opinions of counsels and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.


Exhibit Number		Description
5.1		Opinion of Vinson & Elkins L.L.P.
5.2		Opinion of Walkers, Cayman Islands Legal Counsel to the Registrant.
23.1		Consent of WithumSmith+Brown, PC.
23.2		Consent of Vinson & Elkins L.L.P. (to be included in Exhibit 5.1).
23.3		Consent of Walkers, Cayman Islands Legal Counsel to the Registrant (to be included in Exhibit 5.2).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on the 19th day of January, 2021.


		Queen’s Gambit Growth Capital

		By:		/s/ Victoria Grace
				Victoria Grace
				Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on January 19, 2021.

Name		Position

/s/ Victoria Grace		Chief Executive Officer and Director
Victoria Grace		(Principal Executive Officer)

/s/ Anastasia Nyrkovskaya		Chief Financial Officer
Anastasia Nyrkovskaya		(Principal Financial and Accounting Officer)

Exhibit 5.1

Opinion of Vinson & Elkins L.L.P.

January 19, 2021

Queen’s Gambit Growth Capital

55 Hudson Yards, 44^th Floor

New York, NY 10001

Re:Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as special counsel to Queen’s Gambit Growth Capital, a Cayman Islands exempted company (the “Company”), with respect to certain legal matters in connection with the preparation and filing of a registration statement pursuant to Rule 462(b) on Form S-1 (the “462(b) Registration Statement”) by the Company under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offer and sale by the Company of (a) 2,500,000 units (the “Firm Units”) of the Company, each such unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Share”), and one-third of one warrant of the Company (each whole warrant, a “Warrant”); each whole Warrant entitles the holder thereof to purchase one Class A Ordinary Share as specified in the 462(b) Registration Statement, (b) up to an additional 375,000 units that the underwriters will have a right to purchase from the Company to cover over-allotments (the “Option Units” and, together with the Firm Units, the “Units”) and (c) all Class A Ordinary Shares and all Warrants issued as part of the Units as specified in the 462(b) Registration Statement. The Units are being offered and sold pursuant to a prospectus (the “Prospectus”) forming a part of the Company’s Registration Statement on Form S-1, as amended (File No. 333-251790) (the “Registration Statement”), initially filed by the Company with the U.S. Securities and Exchange Commission on December 29, 2020.

In connection with the opinion expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the form of Amended and Restated Memorandum and Articles of Association of the Company that is filed as Exhibit 3.2 to the Registration Statement, (ii) the 462(b) Registration Statement and the Registration Statement, (iii) the form of the underwriting agreement proposed to be entered into between the Company and the underwriters named therein (the “Underwriting Agreement”) that is filed as Exhibit 1.1 to the Registration Statement, (iv) the Specimen Unit Certificate that is filed as Exhibit 4.1 to the Registration Statement, (v) the Specimen Class A Ordinary Share Certificate that is filed as Exhibit 4.2 to the Registration Statement, (vi) the Specimen Warrant Certificate that is filed as Exhibit 4.3 to the Registration Statement, (vii) the form of warrant agreement proposed to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”) that is filed as Exhibit 4.4 to the Registration Statement and (viii) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinion hereafter expressed. We have also reviewed such questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinion expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.

In connection with rendering the opinion set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct, (ii) all signatures on all documents examined by us are genuine, (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents, (iv) the 462(b) Registration Statement and the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and (v) all Units will be issued and sold in compliance with applicable federal and state securities laws and in the manner specified in the Registration Statement and the Prospectus relating thereto. We have further assumed that each of the documents identified in clauses (i) through (vii) of the preceding paragraph will be entered into, adopted or filed as appropriate.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

The Units, when delivered to and paid for by the underwriters in accordance with the terms of the Underwriting Agreement, and assuming the due authorization, execution and delivery thereof by Continental Stock Transfer & Trust Company, as transfer agent, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

The Warrants included in the Units, when the Units are delivered to and paid for by the underwriters in accordance with the terms of the Underwriting Agreement, and assuming the due authorization, execution and delivery of such Warrants by the Warrant Agent, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

The foregoing opinion is limited to the laws of the State of New York. We do not express any opinion as to the effect of the laws of any other jurisdiction, domestic or foreign. We express no opinion as to any matter other than as set forth herein, and no opinion may be inferred or implied herefrom. Our opinion is given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.

We hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.

	Very truly yours,

	/s/ Vinson & Elkins L.L.P.

Exhibit 5.2

19 January 2021

Queen's Gambit Growth Capital

c/o Walkers Corporate Limited

Cayman Corporate Centre

27 Hospital Road

George Town

Grand Cayman KY1-9008

Cayman Islands

Dear Sirs

QUEEN'S GAMBIT GROWTH CAPITAL

We have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in connection with the registration of an initial public offering by Queen's Gambit Growth Capital (the "Company"), of an additional:

(i)	up to 2,500,000 units (the "Units"), each Unit consisting of one Class A ordinary share of the Company, par value US$0.0001 (each an "Ordinary Share" and together, the "Ordinary Shares"), and one-third of one redeemable warrant to purchase one Ordinary Share (the "Warrants”);

(ii)	up to 375,000 units (the "Over-Allotment Units"), which may be issued upon exercise of an option granted to the underwriters to cover over-allotments, if any;

(iii)

all Ordinary Shares, and all Warrants issued as part of the Units and the Over-Allotment Units; and

(iv)	all Ordinary Shares that may be issued upon exercise of the Warrants included in the Units and the Over-Allotment Units;

in each case under the United States Securities Act of 1933, as amended (the "Securities Act") and pursuant to the terms of the Registration Statement (as defined in Schedule 1).

For the purposes of giving this opinion, we have examined and relied upon the originals or copies of the documents listed in Schedule 1.

We are Cayman Islands Attorneys at Law and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion.

Based upon the foregoing examinations and the assumptions and qualifications set out below and having regard to legal considerations which we consider relevant, and under the laws of the Cayman Islands, as at the date hereof, we give the following opinions in relation to the matters set out below.


		Walkers
		190 Elgin Avenue, George Town
		Grand Cayman KY1-9001, Cayman Islands
		T +1 345 949 0100 F +1 345 949 7886 www.walkersglobal.com

Walkers

Page 2

1.	The Company is an exempted company duly incorporated with limited liability, validly existing under the laws of the Cayman Islands and in good standing with the Registrar of Companies in the Cayman Islands (the "Registrar").

The Ordinary Shares, as contemplated by the Upsizing Registration, will have been duly authorised by all necessary corporate action of the Company, and upon the issue of the Ordinary Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Ordinary Shares have been issued credited as fully paid), delivery and payment therefore by the purchaser in accordance with the Memorandum and Articles of Association (as defined in Schedule 1) and in the manner contemplated by the Registration Statement and the Underwriting Agreement (as defined in Schedule 1), the Ordinary Shares will be validly issued, fully paid and non-assessable (meaning that no additional sums may be levied on the holder thereof by the Company).

The Ordinary Shares, to be issued upon redemption of the Warrants as contemplated by the Warrant Documents (as defined in Schedule 1), will have been duly authorised by all necessary corporate action of the Company and upon the issue of such Ordinary Shares (by the entry of the name of the registered owner thereof in the Register of Members of the Company confirming that such Ordinary Shares have been issued credited as fully paid), delivery and redemption of the Warrants in accordance with the Memorandum and Articles of Association and in the manner contemplated by the Registration Statement and the Warrant Documents, such Ordinary Shares will be validly issued, fully paid and non-assessable (meaning that no additional sums may be levied on the holder thereof by the Company).

The execution, delivery and performance of the Unit Certificate (as defined in Schedule 1) and the Warrant Documents will have been authorised by and on behalf of the Company and, once the Unit Certificate and the Warrant Documents have been executed and unconditionally delivered by the Company, such documents, will be duly executed and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

The foregoing opinions are given based on the following assumptions.

The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Documents (as defined in Schedule 1) are or will be genuine and are or will be those of a person or persons given power to execute the Documents under the Resolutions (as defined in Schedule 1). All documents purporting to be sealed have been or will be so sealed. All copies are complete and conform to their originals. The Documents when executed will conform in every material respect to the latest drafts of the same produced to us prior to the date hereof and, where provided in successive drafts, have been marked up to indicate all changes to such Documents.

2.	The Resolutions have been duly executed (and where by a corporate entity such execution has been duly authorised if so required) by or on behalf of each director and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.

3.	The Memorandum and Articles of Association will be the Memorandum and Articles of Association in effect on the issue of the Ordinary Shares.

4.	We have relied upon the statements and representations of directors, officers and other representatives of the Company as to factual matters.

Walkers

Page 3

5.	The Company will receive consideration in money or money’s worth for each Ordinary Share offered by the Company when issued at the agreed issue price as per the terms of the Registration Statement, such price in any event not being less than the stated par or nominal value of each Ordinary Share.

6.	The preparation and filing of the Registration Statement has been duly authorised by or on behalf of the Company prior to the issue and sale of the Ordinary Shares.

Each of the Documents will be duly authorised, executed and delivered by or on behalf of all relevant parties prior to the issue and sale of the Ordinary Shares and will be legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands).

The choice of New York law as the governing law of the Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York as a matter of New York law and all other relevant laws (other than the laws of the Cayman Islands).

9.	The power, authority and legal right of all parties under all relevant laws and regulations (other than the Company under the laws of the Cayman Islands) to enter into, execute and perform their respective obligations under the Documents.

10.

All preconditions to the obligations of the parties to the Underwriting Agreement, the Unit Certificate and the Warrant Documents will be satisfied or duly waived prior to the issue and sale of the Ordinary Shares and there will be no breach of the terms of the Underwriting Agreement, the Unit Certificate and the Warrant Documents.

The opinions expressed above are subject to the following qualifications:

The term "enforceable" and its cognates as used in this opinion means that the obligations assumed by any party under the Documents are of a type which the courts of the Cayman Islands (the "Courts" and each a "Court") enforce. This does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

(a)

enforcement of obligations and the priority of obligations may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium and other laws of general application relating to or affecting the rights of creditors or by prescription or lapse of time;

(b)

enforcement may be limited by general principles of equity and, in particular, the availability of certain equitable remedies such as injunction or specific performance of an obligation may be limited where a Court considers damages to be an adequate remedy;

(c)

claims may become barred under statutes of limitation or may be or become subject to defences of set-off, counterclaim, estoppel and similar defences;

(d)

where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of, or contrary to the public policy of, that jurisdiction;

(e)

a judgment of a Court may be required to be made in Cayman Islands dollars;

(f)

to the extent that any provision of the Documents is adjudicated to be penal in nature, it will not be enforceable in the Courts; in particular, the enforceability of any provision of the Documents that is adjudicated to constitute a secondary obligation which imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation may be limited;

Walkers

Page 4

(g)

to the extent that the performance of any obligation arising under the Documents would be fraudulent or contrary to public policy, it will not be enforceable in the Courts;

(h)

in the case of an insolvent liquidation of the Company, its liabilities are required to be translated into the functional currency of the Company (being the currency of the primary economic environment in which it operated as at the commencement of the liquidation) at the exchange rates prevailing on the date of commencement of the voluntary liquidation or the day on which the winding up order is made (as the case may be);

(i)

a Court will not necessarily award costs in litigation in accordance with contractual provisions in this regard;

(j)

the effectiveness of terms in the Documents excusing any party from a liability or duty otherwise owed or indemnifying that party from the consequences of incurring such liability or breaching such duty shall be construed in accordance with, and shall be limited by, applicable law, including generally applicable rules and principles of common law and equity.

Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar. The Company shall be deemed to be in good standing under section 200A of the Companies Act (as amended) of the Cayman Islands (the "Companies Act") on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar has no knowledge that the Company is in default under the Companies Act.

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person, other than persons entitled to rely upon it pursuant to the provisions of the Securities Act, without our prior written consent.

This opinion shall be construed in accordance with the laws of the Cayman Islands.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to our firm in the Registration Statement.

Yours faithfully

/s/ Walkers

Walkers

Page 5

Schedule 1

LIST OF DOCUMENTS EXAMINED

1.	The Certificate of Incorporation dated 9 December 2020 and the Amended and Restated Memorandum and Articles of Association of the Company as adopted on 19 January 2021 (the "Memorandum and Articles of Association").

2.	The Cayman Online Registry Information System (CORIS), the Cayman Islands' General Registry's online database, searched on 19 January 2021.

3.	The Register of Writs and other Originating Process of the Grand Court kept at the Clerk of Court's Office, George Town, Grand Cayman (the "Court Register"), examined at 9.00am on 19 January 2021 (the "Search Time").

4.	A copy of a Certificate of Good Standing dated 19 January 2021 in respect of the Company issued by the Registrar (the "Certificate of Good Standing").

5.	A copy of executed written resolutions of the directors of the Company dated 13 January 2021 and 19 January 2021 approving various matters, including the offering for sale of the Ordinary Shares (collectively, the "Resolutions").

6.	Copies of the following documents (the "Documents"):

(a)

the Form S-1 Registration Statement (Registration No. 333-251790) as filed on 29 December 2020 by the Company with the United States Securities and Exchange Commission and a draft of the Form S-1 MEF Registration Statement as filed on 19 January 2021 by the Company with the United States Securities and Exchange Commission registering the Units, Ordinary Shares and Warrants under the Securities Act (as filed, the "Upsizing Registration") (together, the "Registration Statement");

(b)

a draft of the form of the warrant agreement and the warrant certificate constituting the Warrants (the "Warrant Documents");

(c)

a draft of the form of the unit certificate constituting the Units (the "Unit Certificate"); and

(d)

a draft of the form of Underwriting Agreement (the "Underwriting Agreement") to be entered into between the Company and Barclays Capital Inc. (as a representative of the several underwriters named therein) (the "Underwriters").

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated January 14, 2021, relating to the financial statements of Queen’s Gambit Growth Capital appearing in the Registration Statement on Form S-1, File No. 333-251790.


/s/ WithumSmith+Brown, PC

New York, New York
January 19, 2021