Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* 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).
CUSIP No. G01202103
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1
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NAMES
OF REPORTING PERSONS
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MAGNETAR FINANCIAL
LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) o
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE
VOTING POWER
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NUMBER
OF
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0
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SHARES
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6
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SHARED
VOTING POWER
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BENEFICIALLY
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OWNED
BY
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1,995,965
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EACH
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7
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SOLE
DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED
DISPOSITIVE POWER
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1,995,965
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,995,965
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.44%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, OO
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CUSIP No. G01202103
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1
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NAMES
OF REPORTING PERSONS
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MAGNETAR CAPITAL
PARTNERS LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) o
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE
VOTING POWER
|
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|
NUMBER
OF
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0
|
|
|
|
|
SHARES
|
6
|
|
SHARED
VOTING POWER
|
BENEFICIALLY
|
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OWNED
BY
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1,995,965
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|
|
|
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EACH
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7
|
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SOLE
DISPOSITIVE POWER
|
REPORTING
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PERSON
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0
|
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|
|
|
WITH:
|
8
|
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
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1,995,965
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|
|
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,995,965
|
|
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
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6.44%
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|
|
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, PN
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CUSIP No. G01202103
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1
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NAMES
OF REPORTING PERSONS
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SUPERNOVA MANAGEMENT
LLC
|
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2
|
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) o
|
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|
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
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|
|
Delaware
|
|
|
|
|
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5
|
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SOLE
VOTING POWER
|
|
|
|
NUMBER
OF
|
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0
|
|
|
|
|
SHARES
|
6
|
|
SHARED
VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED
BY
|
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1,995,965
|
|
|
|
|
EACH
|
7
|
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SOLE
DISPOSITIVE POWER
|
REPORTING
|
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|
PERSON
|
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0
|
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|
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WITH:
|
8
|
|
SHARED
DISPOSITIVE POWER
|
|
|
|
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1,995,965
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
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1,995,965
|
|
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
|
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.44%
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12
|
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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HC, OO
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CUSIP No. G01202103
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1
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NAMES
OF REPORTING PERSONS
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ALEC N. LITOWITZ
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2
|
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) o
|
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|
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United States of
America
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5
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SOLE
VOTING POWER
|
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NUMBER
OF
|
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0
|
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|
|
SHARES
|
6
|
|
SHARED
VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED
BY
|
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1,995,965
|
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|
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EACH
|
7
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SOLE
DISPOSITIVE POWER
|
REPORTING
|
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PERSON
|
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0
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WITH:
|
8
|
|
SHARED
DISPOSITIVE POWER
|
|
|
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1,995,965
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|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,995,965
|
|
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
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6.44%
|
|
|
|
12
|
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, IN
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SCHEDULE 13G
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Item 1(a)
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Name
of Issuer.
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AGILE GROWTH CORP
(the “Issuer”)
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Item 1(b)
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Address
of Issuer’s Principal Executive Offices.
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Riverside Center
275 Grove Street, Suite 2-400
Newton, MA 02466
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Item 2(a)
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Name
of Person Filing.
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This statement
is filed on behalf of each of the following person (collectively, the “Reporting Persons”):
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i)
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Magnetar Financial
LLC (“Magnetar Financial”);
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ii)
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Magnetar Capital
Partners LP (Magnetar Capital Partners”);
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iii)
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Supernova
Management LLC (“Supernova Management”); and
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iv)
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Alec N. Litowitz
(“Mr. Litowitz”).
|
This statement relates to the Shares
(as defined herein) held for Magnetar Constellation Fund II, Ltd (“Constellation Fund II”), Magnetar Constellation Master
Fund, Ltd (“Constellation Master Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic Master Fund”),
Magnetar Capital Master Fund Ltd (“Master Fund”), Magnetar Discovery Master Fund Ltd ("Discovery Fund"), Magnetar
Xing He Master Fund Ltd (“Xing He Master Fund”), Purpose Alternative Credit Fund Ltd ("Purpose Fund"), Magnetar
SC Fund Ltd (“SC Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP (“Structured Credit
Fund”), a Delaware limited partnership; Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Purpose Alternative Credit
Fund - T LLC ("Purpose Fund - T"), Delaware limited liability companies; collectively (the “Magnetar Funds”). Magnetar
Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power
over the Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company
of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management
is Mr. Litowitz.
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Item 2(b)
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Address
of Principal Business Office.
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The address of the
principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603
Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
Item 2(c)
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Place
of Organization.
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i)
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Magnetar Financial
is a Delaware limited liability company;
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ii)
|
Magnetar Capital
Partners is a Delaware limited partnership;
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iii)
|
Supernova
Management is a Delaware limited liability company; and
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iv)
|
Mr. Litowitz
is a citizen of the United States of America.
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Item 2(d)
|
Title
of Class of Securities.
|
Common
Stock
G01202103
(e) x An investment
adviser in accordance with §240.13d–1(b)(1)(ii)(E)
(g) x A parent holding
company or control person in accordance with §240.13d–1(b)(1)(ii)(G)
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Item 4(a)
|
Amount
Beneficially Owned:
|
As
of December 31, 2021, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 1,995,965
Shares. The amount consists of (A) 197,073 Shares held for the account of Constellation Fund II; (B) 664,464 Shares held for
the account of Constellation Master Fund; (C) 169,000 Shares held for the account of Systematic Master Fund; (D) 65,285 Shares
held for the account of Master Fund; (E) 17,680 Shares held of the account of Discovery Master Fund; (F) 230,208 Shares held
of the account of Xing He Master Fund; (G) 99,408 Shares held of the account of Purpose Fund; (H) 153,471 Shares held of the
account of SC Fund; (I) 259,857 Shares held of the account of Structured Credit Fund; (J) 106,384 Shares held of the account
of Lake Credit Fund; and (K) 33,135 Shares held of the account of Purpose Fund - T. The Shares held by the Magnetar Funds represent
approximately 6.44% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares
of the Issuer).
|
Item 4(b)
|
Percent
of Class:
|
(i) As of December 31,
2021, each of Reporting Persons were deemed to be the beneficial owner constituting approximately 6.44% of the total number of Shares
outstanding (based upon the information provided by the Issuer in its Form 10-Q filed with the SEC on November 19, 2021, there
were approximately 31,000,000 Shares outstanding as of September 30, 2021).
|
Item4(c)
|
Number of Shares of which
such person has:
|
Magnetar Financial,
Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:
|
(i)
|
Sole
power to vote or to direct the vote:
|
0
|
|
(ii)
|
Shared
power to vote or to direct the vote :
|
1,995,965
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
0
|
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(iv)
|
Shared
power to dispose or to direct the disposition of:
|
1,995,965
|
|
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 person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following ¨.
|
Item 6
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
This Item 6 is not
applicable.
|
Item 7
|
Identification and Classification
of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
|
This Item 7 is not
applicable.
|
Item 8
|
Identification and Classification
of Members of the Group.
|
This Item 8 is not
applicable.
|
Item 9
|
Notice of Dissolution of Group.
|
This Item 9 is not
applicable.
By
signing below the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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.
SIGNATURE
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: January 14, 2022
|
magnetar
financial llc
|
|
|
|
By: Magnetar Capital Partners LP,
its Sole Member
|
|
|
|
By:
|
/s/
Alec N. Litowitz
|
|
Name: Alec N. Litowitz
|
|
Title: Manager
of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
|
|
|
Date: January 14, 2022
|
magnetar
capital partners LP
|
|
|
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By: Supernova Management LLC, its
General Partner
|
|
|
|
By:
|
/s/ Alec N. Litowitz
|
|
Name: Alec N. Litowitz
|
|
Title: Manager
of Supernova Management LLC
|
|
|
Date: January 14, 2022
|
supernova
management llc
|
|
|
|
By:
|
/s/ Alec N. Litowitz
|
|
Name: Alec N. Litowitz
|
|
Title: Manager
|
|
|
Date: January 14, 2022
|
/s/
Alec N. Litowitz
|
|
Alec N. Litowitz
|
EXHIBIT INDEX
Ex.
|
|
|
A
|
Joint
Filing Agreement
|
|
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned
hereby agree that the statement on Schedule 13G with respect to the Shares of Agile Growth Corp dated as of December 31, 2021 is,
and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each
of us pursuant to and in accordance with the previsions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: January 14, 2022
|
magnetar
financial llc
|
|
|
|
By: Magnetar Capital Partners LP,
its Sole Member
|
|
|
|
By:
|
/s/
Alec N. Litowitz
|
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Name: Alec N. Litowitz
|
|
Title: Manager
of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
|
|
|
Date: January 14, 2022
|
magnetar
capital partners LP
|
|
|
|
By: Supernova Management LLC, its
General Partner
|
|
|
|
By:
|
/s/ Alec N. Litowitz
|
|
Name: Alec N. Litowitz
|
|
Title: Manager
of Supernova Management LLC
|
|
|
Date: January 14, 2022
|
supernova
management llc
|
|
|
|
By:
|
/s/ Alec N. Litowitz
|
|
Name: Alec N. Litowitz
|
|
Title: Manager
|
|
|
Date: January 14, 2022
|
/s/
Alec N. Litowitz
|
|
Alec N. Litowitz
|