Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
July 11 2024 - 8:38PM
Edgar (US Regulatory)
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 |
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