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”) previously filed a definitive proxy statement and accompanying BLUE universal
proxy card with the Securities and Exchange Commission in connection with the 2024/2025 annual meeting of stockholders of Allied Gaming
& Entertainment Inc., a Delaware corporation, which was held on August 4, 2025.
On August 28, 2025, Knighted issued the following
press release:
KNIGHTED PASTURES TERMINATES PROXY CONTEST AT
ALLIED GAMING
LOS ANGELES, CALIFORNIA (August 28, 2025) – Knighted Pastures,
LLC (“Knighted Pastures”) announced today that it had notified Allied Gaming & Entertainment Inc. (“Allied Gaming”)
(NASDAQ: AGAE) that it was withdrawing its nominations of six candidates for election to the Board of Allied Gaming and for related Board
changes. In August 2025, the United States District Court for the Central District of California entered a preliminary injunction order
preventing changes to the composition of Allied Gaming’s Board, including a vote on directors for six board seats, based on Allied
Gaming’s claim that Knighted Pastures was part of an undisclosed “group” with other shareholders. The Court Order delays
the completion of the director vote while the case is pending.
Roy Choi, the Managing Member of Knighted Pastures, announced, “The
Court’s ruling has left us with no alternative but to abandon the proxy contest at Allied Gaming. While we strongly deny the allegations
made by Allied Gaming and have appealed the District Court Order, the cost of fighting the Company’s lawsuit and the accompanying
delay in holding a shareholder vote make continuing with the proxy contest untenable. Unfortunately, Allied Gaming’s cynical tactic
of suing me and others close to me has made it too costly to continue this proxy contest. Knighted Pastures is taking a step back from
its investment and has donated its shares to multiple charities.”
Mr. Choi added, “By standing up for shareholders through two
successful lawsuits, I believe that Knighted Pastures helped preserve shareholder value, twice stopping Allied Gaming in Delaware Chancery
Court from executing share issuances on unfair terms prejudicing shareholders. We have gone to great lengths to create meaningful change
and unlock value for all shareholders. At this point, we have reached our limit and will no longer pursue further challenges to the Allied
Gaming Board of Directors. We wish the Company and its shareholders success in the future.”
Contact Information:
info@knighted.com
