AGAE Allied Gaming and Entertainment Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934 (Amendment No. 8)

 

ALLIED GAMING & ENTERTAINMENT INC.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

01917019

(CUSIP Number)

 

Knighted Pastures, LLC

1933 S. Broadway Suite 746

Los Angeles, CA 90007

Attention: Roy Choi

(213) 222-8589

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

May 22, 2024

(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).

 

 

 

1	NAME OF REPORTING PERSON
	Knighted Pastures, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
		(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		9,096,270 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		9,096,270 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,096,270 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                       ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	19.9% (2)
14	TYPE OF REPORTING PERSON
	OO

 

(1) Includes 190,000 warrants to purchase Common Shares at $11.50 per share

(2) Percentage calculated based on 45,515,313 Common Shares issued and outstanding as of May 17, 2024, as reported in the Issuer’s Form 10-Q filed on May 20, 2024.

 

 

1	NAME OF REPORTING PERSON
	Roy Choi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
		(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		11,000,092 (1)
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		11,000,092 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,000,092
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                       ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
	24.1% (2)
14	TYPE OF REPORTING PERSON
	IN

 

(1) Consists of 8,906,270 Common Shares and 190,000 warrants to purchase Common Shares at $11.50 per share owned by Knighted Pastures, LLC, and 1,903,822 Common Shares owned by Roy Choi.

(2) Percentage calculated based on 45,515,313 Common Shares issued and outstanding as of May 17, 2024, as reported in the Issuer’s Form 10-Q filed on May 20, 2024.

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Shares of the Issuer on January 29, 2021, Amendment No. 1 thereto filed on December 13, 2021, Amendment No. 2 thereto filed on December 27, 2021, Amendment No. 3 thereto filed on February 9, 2022, Amendment No. 4 thereto filed on September 9, 2023, Amendment No. 5 thereto filed on December 28, 2023, Amendment No. 6 thereto filed on February 6, 2024, and Amendment No. 7 thereto filed on March 7, 2024 (as amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.

 

Item 5. Interest in Securities of the Issuer.

 

The following paragraphs of Item 5 of the Schedule 13D are hereby amended and restated as follows in order to correct inadvertent clerical errors related to the number of shares beneficially owned by the reporting persons:

 

(a) – (b) The information requested by these paragraphs is incorporated herein by reference to the cover page to this Amendment No. 8 to Schedule 13D.

 

 

SIGNATURES

 

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.

 

Dated: May 23, 2024	/s/ Roy Choi
	Roy Choi

 

Dated: May 23, 2024	Knighted Pastures, LLC
	/s/ Roy Choi
	Name:	Roy Choi
	Title:	Manager

 

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