Amendment: SEC Form SCHEDULE 13D/A filed by Allied Gaming & Entertainment Inc.
$AGAE
Services-Misc. Amusement & Recreation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
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Allied Gaming & Entertainment Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
019170109 (CUSIP Number) |
ROY CHOI KNIGHTED PASTURES, LLC, 1933 S. Broadway Suite 1146 Los Angeles, CA, 90007 213-222-8589 ANDREW FREEDMAN, ESQ. OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 (“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).
SCHEDULE 13D
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| CUSIP No. | 019170109 |
| 1 |
Name of reporting person
Knighted Pastures LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,906,270.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
23.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 019170109 |
| 1 |
Name of reporting person
Choi Roy | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,986,423.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
31.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Allied Gaming & Entertainment Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
745 FIFTH AVENUE, SUITE 500, NEW YORK,
NEW YORK
, 10151. | |
Item 1 Comment:
The following constitutes Amendment No. 17 to the Schedule 13D filed by the undersigned ("Amendment No. 17"). This Amendment No. 17 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. This Amendment No. 17 reflects a change in beneficial ownership solely as a result of a decrease in the number of outstanding shares of Common Stock (the "Shares") as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 9, 2025. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
On June 11, 2025, the Issuer filed a lawsuit in the United States District Court for the Central District of California (the "Issuer Complaint") against the Reporting Persons and certain other third parties (collectively, the "Defendants"). The following description of the Issuer Complaint is qualified in its entirety by reference to the Issuer Complaint, which is attached as Exhibit 99.1 hereto and incorporated herein by reference. The Issuer Complaint alleges, among other things, that the Defendants (i) violated the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (ii) failed to comply with the advance notice provisions set forth in the Issuer's Amended and Restated Bylaws governing the submission of nominations and proposals for the combined 2024/2025 annual meeting. The gravamen of the Issuer Complaint is that Defendants failed to disclose the existence of a "group" within the meaning of Section 13(d) of the Exchange Act. The Issuer seeks permanent injunctive relief and damages. The Reporting Persons do not believe the Issuer is entitled to any relief and intend to defend themselves vigorously. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 38,018,882 Shares outstanding as of May 29, 2025, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 9, 2025.
As of the date hereof, Knighted directly beneficially owned 8,906,270 Shares, constituting approximately 23.4% of the Shares outstanding.
As of the date hereof, Mr. Choi, as the Chief Executive Officer and Manager of Knighted, may be deemed to beneficially own the 8,906,270 Shares owned by Knighted, and directly beneficially owns 3,080,153 Shares, constituting approximately 31.5% of the Shares outstanding.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. | |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
There have been no transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 16 to the Schedule 13D. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following:
Reference is made to the Issuer Complaint as defined and described in Item 4 above and attached as Exhibit 99.1 hereto. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit:
99.1 - Complaint filed by the Issuer on June 11, 2025. | ||
| 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.
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