UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 10)
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)
July 9, 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.
| CUSIP No. 01917019 | 13D/A | Page 2 of 5 Pages |
| 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.
| CUSIP No. 01917019 | 13D/A | Page 3 of 5 Pages |
| 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 | |
12,176,423 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
12,176,423 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
12,176,423 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
26.6% (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 3,080,153 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.
| CUSIP No. 01917019 | 13D/A | Page 4 of 5 Pages |
AMENDMENT NO. 10 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, Amendment No. 7 thereto filed on March 7, 2024, Amendment No. 8 thereto filed on May 23, 2024, and Amendment No. 9 thereto filed on July 1, 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:
(a) – (b) The information requested by these paragraphs is incorporated herein by reference to the cover page to this Amendment No. 10 to Schedule 13D.
(c) Since the date of filing of Amendment No. 9 to Schedule 13D, the following transactions were effected by the Reporting Persons:
Roy Choi acquired 80,000 Common Shares on July 1, 2024 at a price of $1.27 per share.
Roy Choi acquired 235,000 Common Shares on July 2, 2024 at a price of $1.27 per share.
Roy Choi acquired 45,000 Common Shares on July 3, 2024 at price of $1.26 per share.
Roy Choi acquired 140,000 Common Shares on July 9, 2024 at price of $1.47 per share.
Roy Choi acquired 68,331 Common Shares on July 10, 2024 at price of $1.49 per share.
| CUSIP No. 01917019 | 13D/A | Page 5 of 5 Pages |
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: July 11, 2024 | /s/ Roy Choi |
| Roy Choi |
| Dated: July 11, 2024 | Knighted Pastures, LLC | |
| /s/ Roy Choi | ||
| Name: | Roy Choi | |
| Title: | Manager | |