UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
ALLIED GAMING
& ENTERTAINMENT INC.
|
(Name of Registrant as Specified In Its Charter)
|
| |
KNIGHTED PASTURES,
LLC
ROY CHOI
WALTER IVEY
DELPH III
JENNIFER VAN
DIJK
PETER CHUN
HOWARD DONALDSON
ADAM RYMER
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Knighted Pastures, LLC, a California
limited liability company (“Knighted”), together with the other participants in its solicitation, has filed a definitive
proxy statement and accompanying BLUE universal proxy card with the Securities and Exchange Commission (“SEC”)
to be used to solicit votes in connection with the 2024/2025 annual meeting of stockholders (the “Annual Meeting”)
of Allied Gaming & Entertainment Inc., a Delaware corporation (the “Company”).
On July 27, 2025, Knighted revised
the press release that it had issued on July 25, 20205, to clarify the voting recommendation with respect to the Class B director nominees
made by Institutional Shareholder Services. The revised press release is set forth below.
ISS RECOMMENDS ALLIED GAMING STOCKHOLDERS VOTE KNIGHTED’S
BLUE PROXY CARD
Concludes that Knighted Presented a “Focused
Critique” that Supports a Case for Change
Recommends Allied Gaming’s Shareholders
Vote to Elect Knighted’s Class B Nominee – Roy Choi – at Upcoming Annual Meeting on Knighted’s BLUE Proxy
Card
Raises Concerns about the Independence of the
Incumbent Board
Highlights Issues with Allied Gaming’s
Operational Performance, Corporate Governance and “Unfocused Strategy”
LOS ANGELES, CALIFORNIA (July 27, 2025) – corrects an earlier release
that contained an error – Knighted Pastures, LLC and its Manager Roy Choi, together with their affiliates, the owners of approximately
31.5% of the outstanding shares of Allied Gaming & Entertainment Inc. (NASDAQ: AGAE) (“Allied Gaming” or the “Company”),
today announced that a leading independent proxy advisory firm, Institutional Shareholder Services Inc. (“ISS”), has recommended
that stockholders vote FOR the election of a Knighted Class B director candidate to the Company’s Board of Directors (the
“Board”), on its BLUE proxy card, at the upcoming combined 2024 and 2025 Annual Meeting of Stockholders.
Roy Choi, Manager of Knighted, said:
“We are very pleased that ISS agrees with our view that there is
a need for change at Allied Gaming. As ISS highlighted, under the current Board, the Company has financially and operationally underperformed
over nearly every measurement period, has failed to implement any clear strategy,
and has a concerning corporate governance framework.
ISS also further validated Knighted’s concerns about the independence
of the Board and the lack of transparency around the Company’s strategy, transactions, and related financial disclosures.
Our vision for Allied Gaming is clear: restore accountability in the
boardroom and expeditiously enact a coherent strategic vision that serves the long-term interests of all stockholders. We firmly
believe that Allied Gaming has untapped potential and that with the right strategy in place, the Company’s resources could be effectively
utilized to generate sustainable growth. We look forward to contributing to Allied Gaming’s bright future and urge our fellow Allied
Gaming stockholders to vote FOR all six of the Knighted nominees on the BLUE proxy card.”
In its full report, ISS affirmed the case for boardroom change at
Allied Gaming and agreed with Knighted’s concerns regarding the Company’s performance and governance:1
| ● | “The company's strategy appears unfocused, with uncertainty as to the strategic value and synergies inherent in operating
each segment under one umbrella.” |
| ● | “Further, there is a lack of transparency in how the company has made its capital allocation decisions, with recently
announced initiatives lacking any financial disclosure.” |
| ● | “AGAE has faced challenges with operational performance that have led to consistent losses. Despite these difficulties, AGAE
continues to embrace an unfocused strategy, and does not provide shareholders with enough information to evaluate basic elements of
performance.” |
| ● | “The company's overall financial performance is characterized by slow revenue growth and persistent losses
since 2019, which has continued into Q1 2025.” |
| ● | “AGAE entered into two transactions, Elite Fun and Yellow River, which resulted in litigation from the dissident to rescind
each transaction. . . . What is apparent, is that each of these transactions would have been significantly dilutive to shareholders,
despite the company's statements that it is well capitalized and has "significant dry powder." |
| ● | “There are also concerns regarding the independence of the board, specifically as it pertains to its largest shareholder
Ourgame. Three directors, including Lu, Guo, and Li, have ties to Ourgame. Li was appointed CEO in June, making this relationship particularly
concerning (he also serves as chair).” |
| ● | “There are also concerns about board independence, key leadership changes, the company's pattern of communication with
shareholders, and the circumstances surrounding recent attempts to raise capital, among other things.” |
| ● | “[T]he dissident [. . .] has nonetheless presented a focused critique that supports a limited case for change.”
|
| ● | “Support is warranted for dissident nominee Roy Choi, who is a direct representative of the dissident.” |
| ● | “Given the nature of the concerns, the most appropriate addition would be an independent director who can support the
best interests of shareholders unaffiliated with Ourgame. It appears that dissident nominee Roy Choi is best positioned to be this voice.
[. . .] the value of his perspective was arguably validated by the board when it offered to include him as an observer.” |
KNIGHTED URGES ALL STOCKHOLDERS TO VOTE THE
BLUE PROXY CARD TODAY!
About Knighted Pastures, LLC
Knighted Pastures, LLC focuses on investing
in promising companies to support their success.
Contact Information:
Sodali & Co.
Michael Verrechia / Bill Dooley
(212) 300-2470
AGAE@investor.sodali.com
1
Permission to quote ISS was neither sought nor obtained. Emphases added.
