Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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To Be Held On January 30, 2026

Dear Stockholders of Allied Gaming & Entertainment, Inc.:

You are cordially invited to virtually attend a special meeting of the stockholders (the “Special Meeting”) of Allied Gaming & Entertainment, Inc., a Delaware corporation (“Allied,” “we,” “us,” “our,” or the “Company”). The meeting will be held on January 30, 2026 at 10 a.m. Eastern Time. To facilitate stockholder participation and save costs, the Special Meeting will be held in a virtual meeting format only at [•]. The meeting will be held for the following purposes:

To (i) approve, in a non-binding advisory vote, the preliminary determination of the Board of Directors of the Company (the “Board”) that Knighted Pastures LLC (“Knighted”) and Roy Choi, by forming a group with Naomi Choi and Yiu-Ting So (and others) (collectively, the “Knighted Group”), have become an “Acquiring Person” under the Rights Agreement, dated February 9, 2024 (the “Rights Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, constituting a triggering event under the Rights Agreement and (ii) find that the triggering of the Rights Agreement by the Knighted Group was not inadvertent (the “Rights Plan Proposal”).

These items of business are more fully described in the proxy statement (the “Proxy Statement”) accompanying this notice (“Notice”).

In addition to the foregoing, the Special Meeting will include the transaction of any other business relating to the purpose or purposes stated in this Notice and the accompanying Proxy Statement that may be properly brought before the meeting or any continuation, adjournment or postponement thereof.

The record date for the Special Meeting is December 31, 2025. Only stockholders of record at the close of business on that date may vote on the proposal being presented at the Special Meeting or any adjournment, postponement, rescheduling, or continuation thereof.

By Order of the Board of Directors,

 

 

Yangyang Li

Chief Executive Officer

January    , 2026

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION

This Proxy Statement and Proxy Card are first being mailed on or about January    , 2026 to stockholders of record entitled to vote at the Special Meeting.

In order to facilitate stockholder participation and save costs, the meeting will be held virtually on January 30, 2026 at 10 a.m. Eastern Time. There will not be a physical meeting. We have worked to offer the same participation opportunities as if you attended the Special Meeting in person and hope the online format will allow more stockholders to participate by removing any barriers caused by travel requirements. You may attend the Special Meeting online, including voting and submitting questions, at [•] by entering the 16-digit control number included on your Proxy Card. You should ensure you have a strong Internet connection wherever you intend to participate in the Special Meeting. We encourage you to access the Special Meeting before it begins. Online check-in will begin at 9:30 a.m. Eastern Time on the date of the Special Meeting.

Our virtual meeting provider facilitates stockholders’ opportunity to ask questions during the meeting. The Special Meeting site will provide stockholders with information regarding (i) time guidelines for their questions, rules around what types of questions are allowed, and rules for how questions and comments will be recognized and disclosed to meeting participants; and (ii) procedures for posting appropriate questions received during the meeting. Once you are logged into the Special Meeting, you will be able to submit your questions directly to the Company. Our virtual meeting will be governed by our rules of conduct and procedures, which will be posted at [•] in advance of the Special Meeting.

You may obtain instructions for how to access the Special Meeting online at [•]. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time or need support in addressing technical and logistical issues related to accessing the virtual meeting platform, a technical assistance phone number will be made available on the virtual meeting registration page at [•], 30 minutes prior to the start of the meeting.

Only stockholders of record at the close of business on December 31, 2025 (the “Record Date”) will be entitled to vote on the proposal being presented at the Special Meeting. On the Record Date, there were     shares of common stock of the Company outstanding and entitled to vote.

If on December 31, 2025, your shares were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote by virtually attending the Special Meeting and voting during the Special Meeting or vote over the telephone or the Internet or by proxy card. Whether or not you plan to virtually attend the Special Meeting, we urge you to vote by proxy to ensure your vote is counted.

If on December 31, 2025, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, other similar organization, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is

considered to be the stockholder of record for purposes of voting on the proposal being presented at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to virtually attend the Special Meeting.

There is one matter scheduled for a vote:

The Board has determined not to make a recommendation regarding the Rights Plan Proposal. Instead, the Board will wait and consider the views of our stockholders before making any final determination in connection with the Rights Agreement.

The Board knows of no other matters that will be presented for consideration at the Special Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying Proxy Card to vote on those matters in accordance with their best judgment, subject to compliance with Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the Proxy Card or as instructed via the Internet or telephone. You may specify whether your shares should be voted for, against, or abstain with respect to the proposal. Voting by proxy will not affect your right to attend the Special Meeting.

The procedures for voting are as follows:

If you are a stockholder of record, you may vote by virtually attending the Special Meeting and voting during the Special Meeting, vote by proxy over the telephone, vote by proxy through the Internet or vote by proxy using a Proxy Card. Whether or not you plan to virtually attend the Special Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still virtually attend the Special Meeting and vote during the Special Meeting even if you have already voted by proxy.

To vote using the Proxy Card, simply complete, sign and date the Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card to us before the Special Meeting, we will vote your shares as you direct.

If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, you should have received voting instructions from that organization rather than from us. Simply follow the instructions in the voting instruction form to ensure that your vote is counted.

On each matter to be voted upon, you have one vote for each share of common stock of the Company you own as of December 31, 2025.

If you are a stockholder of record and do not vote by completing your Proxy Card, or by telephone, through the Internet, or by virtually attending the Special Meeting and voting during the Special Meeting, your shares will not be voted.

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the particular proposal is a “routine” matter. Under the rules of the New York Stock Exchange (“NYSE”), which are also applicable to Nasdaq-listed companies, brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters. The Rights Plan Proposal is considered to be “non-routine” under NYSE rules such that your broker, bank or other agent may not vote your shares on such proposal in the absence of your voting instructions.

If you voted by proxy without marking any voting selections, then the proxy holders will vote “ABSTAIN” on the Rights Plan Proposal, and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Special Meeting.

We will pay for the entire cost of soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

If you receive more than one Proxy Statement and Proxy Card, your shares may be registered in more than one name or in different brokerage accounts. Please follow the voting instructions on the Proxy Cards to ensure that all of your shares are voted. Remember, you may vote by telephone, Internet or by signing, dating and returning a Proxy Card, or by voting at the Special Meeting.

Yes. You may change your vote or revoke your proxy at any time before the final vote at the Special Meeting. If you are the record holder of your shares, you may change your vote or revoke your proxy in any one of the following ways:

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

Your most current vote that is valid, whether by telephone, Internet or proxy card is the one that will be counted.

If you are a beneficial owner whose shares of record are held by a broker, you may instruct your broker how to vote your shares. If you do not give instructions to your broker, the broker will determine if it has the discretionary authority to vote on the particular matter. Under NYSE rules, which are also applicable to Nasdaq-listed companies, brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under NYSE rules but not with respect to “non-routine” matters.

A broker non-vote occurs when a broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. Broker non-votes, if any, will be counted for purposes of calculating whether a quorum is present at the meeting, but will not be counted for purposes of determining the number of votes cast with respect to a particular proposal.

The Rights Plan Proposal is a “non-routine” matter, and banks and brokerage firms may not vote your shares on such proposal in the absence of your voting instructions. Accordingly, no broker non-votes are expected to occur in connection with the Rights Plan Proposal.

The affirmative vote of the holders of a majority of the shares of common stock represented and entitled to vote at the meeting virtually or by proxy is required for the approval, on a non-binding advisory basis, of the Rights Plan Proposal. Abstentions will have the same effect as a vote “against” the Rights Plan Proposal. Broker non-votes, if any, will have no effect on the Rights Plan Proposal.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the issued and outstanding shares of common stock entitled to vote at the Special Meeting are deemed present at the Special Meeting, virtually or represented by proxy. On the record date, there were     shares outstanding and entitled to vote. Thus, the holders of     shares must be deemed present virtually or represented by proxy at the Special Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote electronically at the Special Meeting. Abstentions and broker non-votes, if any, will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote thereat may adjourn the Special Meeting to another date.

Preliminary voting results will be announced at the Special Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Special Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Special Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

The Proxy Statement and Proxy Card are available at [•].

If you have any questions or need assistance in voting your shares, please contact us:

Allied Gaming & Entertainment, Inc.

You are being asked, on an advisory basis, to (i) ratify the preliminary determination by the Board that Knighted and Roy Choi, by forming a group with Naomi Choi and Yiu-Ting So (and others), have become an “Acquiring Person” under the Rights Agreement, constituting a triggering event under the Rights Agreement and (ii) find that the triggering of the Rights Agreement by the Knighted Group (as defined below) was not inadvertent.

The Board adopted the Rights Agreement on February 9, 2024. On May 30, 2025, the Board approved Amendment No. 1 (the “Amendment”) to the Rights Agreement. The Board believes it is imperative that Allied stockholders are given the opportunity to realize the full long-term potential of their investment in the Company. The Board therefore adopted the Rights Agreement to prevent Allied stockholders from being deprived of that opportunity by any self-interested group taking control of the Company in a manner or at a price that is not in the best interest of all stockholders.

The Rights Agreement is similar to plans adopted by other publicly traded companies. It is intended to promote the fair and equal treatment of all Allied stockholders and ensure that no person or group can gain control of our Company through open market accumulation or other tactics potentially disadvantaging the interest of all stockholders. The Rights Agreement applies equally to all existing and future stockholders and is not intended to deter offers that are fair and otherwise in the best interest of the Company and all of its stockholders. For a summary of the terms of the Rights Agreement, see “—Summary of the Rights Agreement” below.

Based on the information available to the Board, Naomi Choi, Mr. Roy Choi’s mother, and Yiu-Ting So, a long-time business partner of Mr. Roy Choi (and others) (collectively with Knighted and Roy Choi, the “Knighted Group”) acquired shares of common stock of the Company during the term of the Rights Agreement. On June 11, 2025, the Company commenced a lawsuit against the Knighted Group in the U.S. District Court for the Central District of California (the “California Court”) for violations of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for failing to disclose the coordinated group of stockholders that acted together to acquire more than 5% of Allied’s stock which improperly deprived Allied and the market of material information. The lawsuit also alleges that Knighted and Roy Choi failed to comply with Allied’s bylaws. The Company filed a motion for preliminary injunction seeking certain preliminary relief to preserve the status quo. The preliminary injunction motion was heard on July 28, 2025 and, on August 1, 2025, the California Court granted in part and denied in part the Company’s motion. The California Court’s full order was entered on August 12, 2025 (the “August 12, 2025 Order”). The August 12, 2025 Order states that the Company has demonstrated it is reasonably likely to establish that the Knighted parties formed a group with Naomi Choi and Yiu-Ting So under Section 13(d) of the Exchange Act and succeed on the merits of its claims. The August 12, 2025 Order is attached as Appendix A to this proxy statement. Given that the Knighted Group was formed at a time when the Rights Agreement was in effect, the Board made a preliminary determination that the Knighted Group, including Knighted and Mr. Roy Choi, triggered the Rights Agreement. On October 17, 2025, Allied filed a motion for leave to file an amended complaint adding yet more parties to the Knighted Group. That motion is pending.

In response to potential inquiries and requests from stockholders of the Company regarding the implications of the August 12, 2025 Order vis a vis the Rights Agreement, the Board is asking stockholders of the Company to (i) confirm and ratify the Board’s preliminary determination that Knighted and Mr. Roy Choi triggered the Rights Agreement by forming a group with Naomi Choi and Yiu-Ting So (and others) thus becoming an “Acquiring Person” under the Rights Agreement and (ii) find that the triggering of the Rights Agreement by the Knighted Group was not inadvertent. Stockholders’ vote on this Rights Plan Proposal is advisory in nature and will not be binding on the Board; however, the Board will take the results of the vote into consideration in exercising its fiduciary duties and making any final determinations.

None of the Certificate of Incorporation of the Company (as amended or restated from time to time), the bylaws of the Company, or applicable law requires stockholder ratification of the Board’s preliminary determination that Knighted and Mr. Roy Choi triggered the Rights Agreement by forming a group with Naomi Choi and Yiu-Ting So (and others)

thus becoming an “Acquiring Person” under the Rights Agreement or that the triggering of the Rights Agreement by the Knighted Group was not inadvertent. However, the Board considers the Rights Plan Proposal a matter on which stockholders should be permitted to express their view.

Because the Rights Plan Proposal is advisory in nature, the failure of this proposal to receive stockholder approval will not affect the validity, effectiveness, or operation of the Rights Agreement or the Board’s prior preliminary determination that the Knighted Group has become an “Acquiring Person” under the Rights Agreement, constituting a triggering event under the Rights Agreement, nor will it require the redemption, amendment, or termination of the Rights Agreement. No action by the Board is required as a result of obtaining or failing to obtain stockholder approval of the Rights Plan Proposal. However, the Board will consider the outcome of this advisory vote, together with its fiduciary duties under applicable law, in determining whether to take any future actions with respect to the Rights Agreement.

If the Board makes a final determination that the Rights Agreement has been triggered because the Knighted Group has become an “Acquiring Person” under the Rights Agreement and that the triggering of the Rights Agreement by the Knighted Group was not inadvertent, rights under the Rights Agreement beneficially owned by members of the Knighted Group, or any known transferees thereof (whether for value, by gift or otherwise) will automatically become void under the terms of the Rights Agreement, and the flip-in feature of the Rights Agreement will come into effect. Under the flip-in feature, each stockholder other than members of the Knighted Group or known transferees thereof will be given the opportunity to purchase shares of common stock of the Company at a 50% discount to the current market price.

Rather than using the flip-in feature, the Board may, at its option, direct the Company to exchange (the “Exchange”) all or part of the then outstanding and exercisable rights (which do not include rights beneficially owned by members of the Knighted Group or any known transferees thereof (whether for value, by gift or otherwise) that have become void) for shares of common stock of the Company at an exchange ratio of one share of common stock per right (the “Exchange Shares”). While no final decision has been made and the Board reserves its rights to consider all facts and circumstances pertaining to this matter in making any determination, the Board anticipates it would conduct an Exchange if it determines that the Rights Agreement has been triggered and that such triggering was not inadvertent, rather than using the flip-in feature.

As of the date of the Exchange, all valid and outstanding existing rights would be cancelled and converted into the right to receive the Exchange Shares. We expect the Exchange would double the number of shares of common stock owned by each stockholder of record as of the date of the Exchange, other than members of the Knighted Group, or known third parties to which the Knighted Group transferred shares for value, by gift or otherwise, following the triggering date of the Rights Agreement.

In addition, if the Board determines that the Rights Agreement was triggered and that the triggering of the Rights Agreement by the Knighted Group was not inadvertent and the Company issues shares pursuant to the Rights Agreement, the Board may also, in its discretion, determine to reload the Rights Agreement by amending or restating the Rights Agreement or adopting a rights agreement on substantially similar terms thereby maintaining the continued effectiveness of the Rights Agreement, subject to applicable law and court orders.

The following is a summary of the terms of the Rights Agreement. All capitalized terms not defined in this summary have the meanings ascribed to such terms in the Rights Agreement. This summary and each statement contained in this summary is qualified in its entirety by reference to the complete text of the Rights Agreement (including Amendment No. 1 thereto), a copy of the Rights Agreement and Amendment No. 1 is attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2024 and as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2025 (available on the SEC’s website at https://www.sec.gov/ix?doc=/Archives/edgar/data/1708341/000092963824000492/a8k.htm and https://www.sec.gov/Archives/edgar/data/1708341/000092963825002178/exhibit4-1.htm), respectively, and incorporated herein by reference. We urge you to carefully read the Rights Agreement in its entirety, including the amendments thereto, as the discussion below is only a summary.

Subject to the terms, provisions and conditions of the Rights Agreement, if the Rights become exercisable, each Right would initially represent the right to purchase from the Company one one-thousandth of a share of a newly-designated

series of preferred stock, Series A Junior Participating Preferred Stock, par value $0.0001 per share, of the Company (each, a “Series A Preferred Share” and, collectively, the “Series A Preferred Shares”), at an exercise price of $7.00 per one one-thousandth of a Series A Preferred Share, subject to adjustment as provided in the Rights Agreement (the “Exercise Price”). If issued, each one one-thousandth of a Series A Preferred Share would give the stockholder approximately the same dividend, voting, and liquidation rights as does one share of common stock. However, prior to exercise, a Right does not give its holder any right as a stockholder of the Company, including, without limitation, any dividend, voting, or liquidation rights. A copy of the Certificate of Designation of Series A Junior Participating Preferred Stock of the Company was filed by the Company with the Secretary of State of the State of Delaware on February 9, 2024, to designate the Series A Preferred Shares and was filed with the SEC as Exhibit 3.1 to the Company’s Current Report on Form 8-K on February 9, 2024 and is incorporated herein by reference.

Initially, the Rights will not be exercisable, certificates evidencing the Rights will not be sent to stockholders and the Rights will automatically transfer with the transfer of the underlying Common Shares. Until the Rights separate from the Common Shares and become exercisable (or the earlier redemption date or final expiration date of the Rights), the Rights will be evidenced by Common Share certificates and the Rights relating to any uncertificated Common Shares that are registered in book entry form will be represented by a notation in book entry on the records of the Company. The surrender for transfer of any Common Shares will also constitute the transfer of the associated Rights.

Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Shares and become exercisable following the earlier to occur of the close of business on (i) the tenth (10th) business day after the Shares Acquisition Date (as defined below) (or such later date as may be determined by the Board to effect an exchange in accordance with the Rights Agreement, such later date to be not more than twenty (20) days after the Shares Acquisition Date) or (ii) the tenth (10th) business day (or such later date as may be determined by the Board prior to the such time as any person becomes an Acquiring Person (as defined below)) after the date that a tender or exchange offer by any person (other than certain exempted persons) is first published or sent or given within the meaning of Rule 14d-2(a) of the applicable rules and regulations promulgated under the Exchange Act, the consummation of which would result in any person becoming an Acquiring Person (the earlier of these dates is called the “Distribution Date”). “Shares Acquisition Date” means the earlier of the date of (i) the public announcement by the Company or an Acquiring Person that an Acquiring Person has become such or (ii) the public disclosure of facts by the Company or an Acquiring Person indicating that an Acquiring Person has become such.

After the Distribution Date, separate rights certificates will be issued to each record holder of Common Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate (each as defined in the Rights Agreement) of such Acquiring Person) and the Rights may be transferred other than in connection with the transfer of the underlying Common Shares unless and until the Board has determined to effect an exchange pursuant to the Rights Agreement (as described below).

Under the Rights Agreement, an Acquiring Person is any person who or that, together with all Affiliates and Associates of such person is or becomes the beneficial owner of ten percent (10%) or more of the Common Shares then outstanding, subject to various exceptions. For purposes of the Rights Agreement, beneficial ownership is defined to include the ownership of derivative securities.

The Rights Agreement provides that an Acquiring Person does not include (i) the Company, (ii) any subsidiary of the Company, or (iii) any employee benefit plan of the Company or any subsidiary of the Company, or any person holding Common Shares for or pursuant to the terms of any such employee benefit plan to the extent such Common Shares are held for or pursuant to the terms of any such employee benefit plan.

The Rights Agreement also provides that the following persons shall not be or become an Acquiring Person thereunder: (i) as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such person to 10% or more of the outstanding Common Shares; provided, however, that if such person becomes the beneficial owner of an additional 0.001% of the outstanding Common Shares, then such person shall be deemed to be an Acquiring Person; and (ii) subject to certain conditions set forth in the Rights Agreement, if the Board determines in good faith that a person who would otherwise be an Acquiring Person, has become such inadvertently (including, without limitation, because (A) such person was unaware that it beneficially owned a percentage of the then-outstanding Common Shares that

would otherwise cause such person to be an “Acquiring Person,” or (B) such person was aware of the extent of its beneficial ownership of Common Shares, but had no actual knowledge of the consequences of such beneficial ownership under the Rights Agreement and had no intention of changing or influencing control of the Company), and such person divests as promptly as practicable beneficial ownership of a sufficient number of Common Shares so that such person would no longer be an “Acquiring Person” or if such divestiture requirement is waived by the Board on such terms and conditions as the Board, in good faith, determines are advisable.

The Rights Agreement also provides that any person who is the beneficial owner, as of the time of the first public announcement of the declaration of the Rights dividend, of ten percent (10%) or more of the outstanding Common Shares (each a “Grandfathered Stockholder”), shall not be deemed to be an “Acquiring Person” unless and until a Grandfathered Stockholder subsequently acquires beneficial ownership of additional shares of the then-outstanding Common Shares to an amount equal to or greater than the greater of (x) 10% or (y) the sum of (i) the lowest beneficial ownership of such person as a percentage of the outstanding Common Shares as of any time from and after the time of the first public announcement of the declaration of the Rights dividend plus (ii) 0.001%. For the avoidance of doubt any Person that purchases shares of Common Shares from the Company pursuant to an agreement with the Company that is in effect as of the time of the first public announcement of the declaration of the Rights dividend and would otherwise be an “Acquiring Person” as a result of such purchase is deemed to be the Beneficial Owner of 10% or more and to be a Grandfathered Stockholder, subject to the terms and conditions of the Grandfathered Stockholder provision.

If a person becomes an Acquiring Person, then, following the occurrence of the Distribution Date and subject to the terms, provisions, and conditions of the Rights Agreement, each holder of a Right (except for Rights that have previously been voided as set forth below) will have the right to receive from the Company, upon exercise and payment of the then current Exercise Price, in lieu of a number of one one-thousandths of a Series A Preferred Share, a number of Common Shares (or, in certain circumstances, cash, property or other securities of the Company) having a then-current market value of twice the Exercise Price.

Following the occurrence of an event set forth in the preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially owned by an Acquiring Person or an Associate or Affiliate of an Acquiring Person or certain of its transferees will become null and void and nontransferable.

If, after a person becomes an Acquiring Person, (i) the Company consolidates with or merges with and into another entity and the Company is not the surviving corporation, (ii) any person consolidates with or merges with and into the Company and the Company is the surviving corporation of such merger and, in connection with such merger or consolidation, all or part of the outstanding Common Shares are changed into or exchanged for stock or other securities of any other person (or the Company) or cash or any other property, or (iii) the Company (or one or more of its Subsidiaries) sells or transfers fifty percent (50%) or more of the assets or earning power of the Company and its subsidiaries, taken as a whole, to any third party, then, in each case, each holder of a Right (except for Rights that have previously been voided as set forth above) will have the right to receive, upon exercise and payment of the current Exercise Price, in accordance with the terms of the Rights Agreement, a number of shares of common stock of the Principal Party (as defined in the Rights Agreement) having a then-current market value of twice the Exercise Price.

At any time until the earlier of (i) such time as any person becomes an Acquiring Person and (ii) the final expiration date, the Board may, at its option and in its sole discretion, direct the Company to, and, if directed by the Board, the Company will redeem the Rights in whole, but not in part, at a price of $0.0001 per Right, subject to adjustment in accordance with the Rights Agreement (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis and subject to such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board. Immediately upon the time of the effectiveness of any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price for each Right so held.

At any time after any person becomes an Acquiring Person, and prior to the time where any person becomes the beneficial owner of a majority of the outstanding Common Shares, the Board may, at its option, direct the Company to, and if directed by the Board, the Company will exchange all or part of the then outstanding and exercisable Rights (other than Rights held by the Acquiring Person or any Affiliate or Associate thereof, which would have become null and void and nontransferable in accordance with the terms of the Rights Agreement) for Common Shares at an exchange ratio (subject to adjustment) of one Common Share for each Right.

In any exchange of the Rights pursuant to the Rights Agreement, the Company, at its option, may substitute Series A Preferred Shares or common stock equivalents for Common Shares exchangeable for Rights at the initial rate of one one-thousandth of a Series A Preferred Share (or an appropriate number of common stock equivalents) for each Common Share, as appropriately adjusted so that the fraction of a Series A Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share, subject to adjustment in accordance with the Rights Agreement. The exchange of the Rights may be made effective at such time, on such basis, and subject to such conditions as the Board in its sole discretion may establish. Immediately upon the action of the Board directing the Company to exchange the Rights, the right to exercise the Rights will terminate, and the only right thereafter of the holders of Rights will be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the exchange ratio.

The Rights and the Rights Agreement will expire upon the earliest to occur of (i) the date on which all of the Rights are redeemed, (ii) the date on which the Rights are exchanged, and (iii) the close of business on February 9, 2027, the final expiration date.

Except as otherwise provided in the Rights Agreement, the Company, by action of the Board, may from time to time and in the sole and absolute discretion of the Board, supplement or amend the Rights Agreement without the approval of any holders of Rights to (i) cure any ambiguity in the Rights Agreement, (ii) correct or supplement any provision contained in the Rights Agreement that may be defective or inconsistent with any other provisions contained therein, (iii) shorten or lengthen any time period in the Rights Agreement, or (iv) make any change to or delete any provision of the Rights Agreement or to adopt any other provisions with respect to the Rights which the Company may deem necessary or desirable; provided, however, that from and after such time as any person becomes an Acquiring Person, the Rights Agreement may not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights (other than Rights that have become null and void pursuant to the Rights Agreement). Without limiting the foregoing, the Company, by action of the Board, may at any time before any person becomes an Acquiring Person amend the Rights Agreement to make the provisions of the Rights Agreement inapplicable to a particular transaction by which a person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of the Rights Agreement as they may apply with respect to any such transaction.

Until a Right is exercised, a Right does not give its holder any right as a stockholder of the Company, including, without limitation, any dividend, voting, or liquidation rights.

The Board may adjust the Exercise Price, the number of Series A Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the Series A Preferred Shares or Common Shares.

With certain exceptions, no adjustments to the Exercise Price will be required until the cumulative adjustments amount to at least one percent (1%) of the Exercise Price. No fractional Series A Preferred Shares will be issued other than fractions that are integral multiples of one one-thousandth of a share and, in lieu thereof, an adjustment in cash will be made based on the current market price of the Series A Preferred Shares.

The adoption of the Rights Agreement and the subsequent distribution of the Rights to stockholders should not be a taxable event for the Company or its stockholders under presently existing U.S. federal income tax laws. However, if the Rights become exercisable or if the Rights are redeemed, stockholders may recognize taxable income, depending on the circumstances then existing.

The distribution of the Rights as a dividend to the Company’s stockholders has not had any financial accounting or reporting impact. Additionally, the Rights do not meet the definition of a liability under generally accepted accounting principles in the United States and are therefore not accounted for as a long-term obligation.

When evaluating decisions relating to the redemption of the Rights or any amendment to the Rights Agreement to delay or prevent the Rights from detaching and becoming exercisable as a result of a particular transaction, pursuant to the Rights Agreement, the Board, or any future board of directors, would not be subject to restrictions such as those commonly known as “dead-hand,” “slow-hand,” “no-hand,” or similar provisions. Nothing in the Rights Agreement, express or implied, including any provision requiring or permitting the Board to take (or refrain from taking) any action or making any determination will be deemed to modify, limit or eliminate the fiduciary duties of the Board under applicable law.

The Rights are not intended to prevent a takeover of the Company and should not interfere with any merger or other business combination that the Board determines is in the best interests of the Company and its stockholders and that is approved by the Board. However, the Rights may cause substantial dilution to a person or group that acquires beneficial ownership of ten percent (10%) or more of the outstanding Common Shares (which includes for this purpose stock referenced in derivative transactions and securities) without the approval of the Board.

Since the Rights are not exercisable immediately, registration with the SEC of the Series A Preferred Shares issuable upon exercise of the Rights is not required until the Rights become exercisable.

The affirmative vote of the holders of a majority of the shares of common stock represented and entitled to vote at the meeting virtually or by proxy is required for the approval of the Rights Plan Proposal. Abstentions will have the same effect as a vote “against” the Rights Plan Proposal. Broker non-votes, if any, will have no effect on the Rights Plan Proposal.

THE BOARD OF DIRECTORS MAKES NO VOTING RECOMMENDATION TO STOCKHOLDERS WITH RESPECT TO THE RIGHTS PLAN PROPOSAL.

The table below sets forth information known to us regarding the beneficial ownership of our common stock as of December 26, 2025, for:

The number of shares beneficially owned by a person includes shares issuable under options, warrants and other securities convertible into common stock held by that person and that are currently exercisable or that become exercisable within 60 days of December 26, 2025. Percentage calculations assume, for each person and group, that all shares that may be acquired by such person or group pursuant to options, warrants and other convertible securities currently exercisable or that become exercisable within 60 days of December 26, 2025, are outstanding. Nevertheless, shares of common stock that are issuable upon exercise of presently unexercised options, warrants and other convertible securities are not deemed to be outstanding for purposes of calculating the “Percentage of Shares Beneficially Owned” by any other person or any other group.

Except as otherwise indicated in the table or its footnotes, the persons in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable.

As of December 26, 2025, we had 37,706,930 shares of common stock issued and outstanding.

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Special Meeting materials with respect to two or more stockholders sharing the same address by delivering a single proxy statement or other Special Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

A number of brokers with account holders who are Allied stockholders will be “householding” the Company’s proxy materials. A single proxy statement and proxy card will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement, please notify your broker or Allied. Direct your written request to our Corporate Secretary at our principal executive offices at 745 Fifth Avenue, Suite 500, New York, NY 10151. Stockholders who currently receive multiple copies of the proxy statement at their addresses and would like to request “householding” of their communications should contact their brokers.

The Company’s bylaws provide that the nomination of persons for election to the Board and the proposals of business (other than pursuant to Rule 14a-8) may be made at the annual meeting by any stockholder of the Company who is entitled to vote at the meeting on such nomination or proposal and who complies with certain notice procedures. Any stockholder proposing to nominate an individual for election to the Board or make a business proposal must give written notice and certain information specified in the bylaws of the Company to the Corporate Secretary of the Company not less than 90 days nor more than 120 days before the first anniversary of the previous annual meeting. As a result, stockholders who intend to present nominations or proposals at the 2026 annual meeting of stockholders must give written notice to the Corporate Secretary, and otherwise comply with the bylaw requirements, no earlier than April 6, 2026, and no later than May 6, 2026.

Stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act of 1934, as amended, must provide written notice that sets forth the information required by Rule 14a-19. The notice required by Rule 14a-19 must be received by the Corporate Secretary of the Company not less than 60 days before the first anniversary of the previous annual meeting, or by June 5, 2026.

Stockholders who intend to present proposals at the 2026 annual meeting of stockholders under SEC Rule 14a-8 must ensure that such proposals are received by the Corporate Secretary of the Company not later than 120 calendar days in advance of the date the Company released its proxy statement to stockholders in connection with the previous annual meeting, or by March 2, 2026. However, if the date of our 2026 annual stockholders’ meeting is changed by more than 30 days from the date of the previous annual meeting, then the deadline for submitting a stockholder proposal will be a reasonable time before we begin to print and send our proxy materials for our 2026 annual meeting of stockholders.

The Board knows of no other matters that will be presented for consideration at the Special Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying Proxy Card to vote on such matters in accordance with their best judgment.

This Proxy Statement contains a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this Proxy Statement, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.

The information contained on the websites referenced in this Proxy Statement are not incorporated by reference into this Proxy Statement. Further, references to website URLs are intended to be inactive textual references only.

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Mot. at 2–3; Mot. Br. at 7.²

Id. ¶ 8. Allied contends,

Id. ¶ 70.

Id. at 5–6.

Id., 2025 WL 1251010, at *1. The parties subsequently submitted to the Delaware Court their positions regarding the specific provisions to be included in the stay order.

Id., 2025 WL 1506700, 2025 WL 1506697.

* * *

Id., 2025 WL 1495717, at *1–2. The Delaware Court further ordered that Allied “shall operate in the ordinary course of business” until the Annual Meeting, subject to specific restrictions the court imposed on Allied and its directors, officers, employees, and agents. Id. at 2 ¶ 9.

Morales v. Quintel Ent., Inc., 249 F.3d 115, 124 (2d Cir. 2001) (citations omitted).

Compl. ¶ 71. Plaintiff does not allege it discovered the purported “scheme” by March 2025, as the Knighted Parties contend, but rather that the “scheme” was discovered at a later date, when Allied noticed Naomi Choi had acquired 1.1 million shares between July 2024 and March 2025. See id. In fact, Plaintiff states it “became aware that Ms. Choi and Ms. So had become the Company’s third and fourth largest shareholders” in late May and early June 2025. Dkt. 31 at 8. Plaintiff filed its Complaint on June 11, 2025, Dkt. 1, and the Motion on June 27, 2025, Dkt. 30. This timing does not suggest any “strategic delay.” The Knighted Parties’ argument, thus, fails.

15 U.S.C. § 78u-4(b)(3)(B).