RW 1 gmbt-rw.htm gmbt-corresp.htm

 

April 26, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-3561

Attention: Jan Woo
                 Matthew Derby

 

Re: Queen’s Gambit Growth Capital II

Registration Statement on Form S-1 (File No. 333-253382)

Request to Withdraw Registration Statement

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Queen’s Gambit Growth Capital II, a Cayman Islands exempted company (the “Registrant”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the Registrant’s Registration Statement on Form S-1 (File No. 333-253382), together with all exhibits thereto (the “Registration Statement”), because the Registrant has elected to abandon the transactions subject thereto. The Registration Statement has not been declared effective by the Commission, and no securities have been sold thereunder. Therefore, the Registrant believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act.

The Company acknowledges that no refund will be made for fees paid to the Commission in connection with filing the Registration Statement.

Should you have any questions regarding this matter or need any additional information, please contact the Registrant’s legal counsel, E. Ramey Layne of Vinson & Elkins L.L.P., at 713-758-4629.  We also respectfully request that a copy of the Commission’s order granting withdrawal of the Registration Statement be sent to E. Ramey Layne at rlayne@velaw.com. Thank you for your assistance.

 

 

 

 

Sincerely,

 

Queen’s Gambit Growth Capital II

 

 

By:

 

/s/ Victoria Grace

 

 

Victoria Grace

 

 

Chief Executive Officer