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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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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) |
08/28/2025 (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)
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| 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
0.00 | ||||||||
| 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)
0 % | ||||||||
| 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)
| ||||||||
| 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
1,900,000.00 | ||||||||
| 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)
4.99 % | ||||||||
| 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. 18 to the Schedule 13D filed by the undersigned ("Amendment No. 18"). This Amendment No. 18 amends the Schedule 13D as specifically set forth herein. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
On August 28, 2025, Knighted issued a press release announcing that it had terminated its proxy contest at the Issuer and had withdrawn its nominations of six candidates for election to the Board and its business proposal. In the press release, Knighted addressed the preliminary injunction order entered by the United States District Court for the Central District of California in the previously disclosed lawsuit filed by the Issuer. The Reporting Persons stated that, while they strongly deny the allegations made by the Issuer and have appealed the District Court Order, the cost of fighting the Issuer's lawsuit and the accompanying delay in holding a stockholder vote made continuing with the proxy contest untenable. The Reporting Persons further disclosed that they are taking a step back from their investment in the Issuer and are in the process of donating their Shares to multiple charitable organizations.
In the press release, the Reporting Persons also highlighted that they had helped preserve shareholder value, twice stopping the Issuer in Delaware Chancery Court from executing share issuances on unfair terms prejudicing stockholders, but will no longer pursue further challenges to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | ||
| 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 August 12, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025.
As of the date hereof, Knighted does not own any Shares.
As of the date hereof, Mr. Choi directly beneficially owns 1,900,000 Shares, constituting approximately 4.99% of the Shares outstanding. | |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
The donations made by the Reporting Persons during the past 60 days are set forth in Exhibit 1 and are incorporated herein by reference. There have been no other transactions in the securities of the Issuer by the Reporting Persons. | |
| (e) | Item 5(e) is hereby amended and restated to read as follows:
As of the close of business on August 29, 2025, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following:
In connection with the Reporting Persons' charitable donations, and at their request, certain recipient organizations indicated that they would limit such charitable organization's sales of the donated Shares for certain time periods, subject to market conditions and the recipient's fiduciary obligations, in an effort to preserve the value of the Issuer's stock. Mr. Choi intends to dispose of the remainder of his Shares by a charitable gift subject to the same request. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibits:
1 - Transactions in Securities.
99.1 - Press Release, dated August 28, 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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