1.
|
|
NAMES OF REPORTING PERSONS
Elite Fun Entertainment Limited
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
7,330,000
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
7,330,000
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,330,000
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9%1
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
OO
|
1.
|
|
NAMES OF REPORTING PERSONS
China Jadesky Network Ltd.
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
7,330,000
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
7,330,000
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,330,000
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9%1
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
OO
|
1.
|
|
NAMES OF REPORTING PERSONS
Xiaocao Ning
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
7,330,000
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
7,330,000
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,330,000
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.9%1
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
IN
|
|
(a)
|
Name of Issuer
|
|
Allied Gaming & Entertainment Inc. (the “Issuer”).
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
|
745 Fifth Avenue, Suite 500, New York, NY 10151
|
|
(a)
|
Name of Person Filing
Elite Fun Entertainment Limited (“Elite Fun”) is the record holder of the Issuer’s Common Stock and is the wholly owned subsidiary of China Jadesky Network
Ltd. (“Jadesky Network”). Jadesky Network’s sole shareholder is Xiaocao Ning. Xiaocao Ning is the sole director of Elite Fun and Jadesky Network.
Each of the persons identified herein is referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.” Each of the Reporting Persons is a party to that certain Joint Filing
Agreement attached hereto as Exhibit 1.
|
|
||
|
(b)
|
Address of the Principal Office or, if none, residence
The principle office of each of the Reporting Persons is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.
|
|
||
|
(c)
|
Citizenship
The citizenship of Elite Fun and Jadesky Network is the British Virgin Islands.
The citizenship of Xiaocao Ning is China.
|
|
||
|
(d)
|
Title of Class of Securities
Common Stock, par value $0.0001 per share
|
|
||
|
(e)
|
CUSIP Number
01917019
|
|
|
(a)
|
☐
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|||
|
(b)
|
☐
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|||
|
(c)
|
☐
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|||
|
(d)
|
☐
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|||
|
(e)
|
☐
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
|||
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|||
|
(g)
|
☐
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|||
|
(h)
|
☐
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|||
|
(i)
|
☐
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|||
|
(j)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
(a)
|
|
Amount beneficially owned: 7,330,000
|
|
|
||||
|
(b)
|
|
Percent of class: 19.9%
|
|
|
||||
|
(c)
|
|
Number of shares as to which the person has: 7,330,000
|
|
|
||||
|
|
|
(i)
|
Sole power to vote or to direct the vote. 7,330,000
|
|
||||
|
|
|
(ii)
|
Shared power to vote or to direct the vote. 0
|
|
||||
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of. 7,330,000
|
|
||||
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of. 0
|
|
|
|
|
By signing below I certify that, to the best of my 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.
|
Elite Fun Entertainment Limited
|
|||
By:
|
/s/ Xiaocao Ning
|
||
Name:
|
Xiaocao Ning
|
||
Title:
|
Director
|
||
China Jadesky Network Ltd.
|
|||
By:
|
/s/ Xiaocao Ning
|
||
Name:
|
Xiaocao Ning
|
||
Title:
|
Director and Sole Shareholder
|
||
By:
|
/s/ Xiaocao Ning
|
||
Name:
|
Xiaocao Ning
|