[SCHEDULE 13D/A] Allied Gaming & Entertainment Inc. SEC Filing

Rhea-AI Filing Summary

Allied Gaming & Entertainment Inc. (AGAE) saw an active investor group step back after a contested proxy fight. Knighted Pastures LLC announced it terminated its proxy contest, withdrew nominations of six board candidates and a business proposal following a preliminary injunction and related litigation. The reporting persons said they continue to deny the issuer's allegations and have appealed the District Court order, but cited the cost and delay of litigation as making the proxy contest untenable. Knighted no longer beneficially owns any shares; Roy Choi directly holds 1,900,000 shares, about 4.99% of the 38,018,882 shares outstanding. The reporting persons disclosed they are donating shares to multiple charities, and some recipients have agreed to limit sales for certain periods to help preserve share value.

Positive

• Preserved shareholder value: Reporting persons twice prevented share issuances they described as unfair, which they say protected stockholders
• Mitigated selling pressure: Donating shares with recipients agreeing to limit sales could reduce immediate market disruption

Negative

• Withdrawal of activism: Reporting persons terminated the proxy contest and withdrew six board nominations and a business proposal
• Litigation impact: A preliminary injunction and litigation costs led the reporting persons to cease the proxy fight, delaying resolution
• Reduced direct ownership: Knighted reports 0 shares beneficially owned and the group no longer beneficially owns more than 5% of shares

Insights

Corporate Governance Expert

TL;DR: Activist group withdrew after litigation costs and delays; donations and sale limitations aim to reduce market disruption.

The withdrawal of a full proxy slate and business proposal is material to board control dynamics because it ends an immediate governance challenge. The statement that Knighted twice blocked dilutive issuances in Delaware indicates prior influence on governance outcomes, which may have protected minority shareholders. Donating shares rather than selling directly, with recipient sale limitations, could mitigate abrupt selling pressure but shifts control of timing to charitable recipients. The appeal of the injunction preserves legal contestability but prolongs finality.

Securities Analyst

TL;DR: Beneficial ownership now below 5%, reducing activist leverage; donations complicate future share float and trading dynamics.

Mr. Choi retains 1.9 million shares (4.99%), while Knighted reports zero ownership. Moving below the 5% threshold reduces certain disclosure and regulatory implications for the reporting persons and may lower activist pressure. The disclosed intent to donate remaining shares and recipients' voluntary sale limitations could limit immediate selling, helping stabilize the share price short-term. Absent further transactions, the reporting persons report no other securities trades.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 18)

Allied Gaming & Entertainment Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

019170109

(CUSIP Number)

ROY CHOI
KNIGHTED PASTURES, LLC, 1933 S. Broadway Suite 1146
Los Angeles, CA, 90007
213-222-8589

ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

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

08/28/2025

(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).

SCHEDULE 13D

CUSIP No. 019170109

1

Name of reporting person

Knighted Pastures LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

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 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 019170109

1

Name of reporting person

Choi Roy

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

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

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,900,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,900,000.00

11

Aggregate amount beneficially owned by each reporting person

1,900,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.99 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Allied Gaming & Entertainment Inc.
(c)	Address of Issuer's Principal Executive Offices: 745 FIFTH AVENUE, SUITE 500, NEW YORK, NEW YORK , 10151.
Item 1 Comment: The following constitutes Amendment No. 18 to the Schedule 13D filed by the undersigned ("Amendment No. 18"). This Amendment No. 18 amends the Schedule 13D as specifically set forth herein.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On August 28, 2025, Knighted issued a press release announcing that it had terminated its proxy contest at the Issuer and had withdrawn its nominations of six candidates for election to the Board and its business proposal. In the press release, Knighted addressed the preliminary injunction order entered by the United States District Court for the Central District of California in the previously disclosed lawsuit filed by the Issuer. The Reporting Persons stated that, while they strongly deny the allegations made by the Issuer and have appealed the District Court Order, the cost of fighting the Issuer's lawsuit and the accompanying delay in holding a stockholder vote made continuing with the proxy contest untenable. The Reporting Persons further disclosed that they are taking a step back from their investment in the Issuer and are in the process of donating their Shares to multiple charitable organizations. In the press release, the Reporting Persons also highlighted that they had helped preserve shareholder value, twice stopping the Issuer in Delaware Chancery Court from executing share issuances on unfair terms prejudicing stockholders, but will no longer pursue further challenges to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 38,018,882 Shares outstanding as of August 12, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025. As of the date hereof, Knighted does not own any Shares. As of the date hereof, Mr. Choi directly beneficially owns 1,900,000 Shares, constituting approximately 4.99% of the Shares outstanding.
(c)	Item 5(c) is hereby amended and restated to read as follows: The donations made by the Reporting Persons during the past 60 days are set forth in Exhibit 1 and are incorporated herein by reference. There have been no other transactions in the securities of the Issuer by the Reporting Persons.
(e)	Item 5(e) is hereby amended and restated to read as follows: As of the close of business on August 29, 2025, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: In connection with the Reporting Persons' charitable donations, and at their request, certain recipient organizations indicated that they would limit such charitable organization's sales of the donated Shares for certain time periods, subject to market conditions and the recipient's fiduciary obligations, in an effort to preserve the value of the Issuer's stock. Mr. Choi intends to dispose of the remainder of his Shares by a charitable gift subject to the same request.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibits: 1 - Transactions in Securities. 99.1 - Press Release, dated August 28, 2025.

SIGNATURE

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.

Knighted Pastures LLC

Signature:	/s/ Roy Choi
Name/Title:	Roy Choi, Manager
Date:	09/02/2025

Choi Roy

Signature:	/s/ Roy Choi
Name/Title:	Roy Choi
Date:	09/02/2025

FAQ

What did Knighted Pastures LLC and Roy Choi disclose in the Schedule 13D/A for AGAE?

They disclosed terminating their proxy contest, withdrawing nominations of six board candidates and a business proposal, that Knighted owns 0 shares, and Roy Choi directly owns 1,900,000 shares (4.99%).

How many AGAE shares are outstanding and what percent does Roy Choi own?

The filing states 38,018,882 shares outstanding and Mr. Choi directly owns 1,900,000 shares, approximately 4.99%.

Are the reporting persons selling their AGAE shares on the open market?

They stated they are donating shares to multiple charitable organizations and some recipients have indicated they will voluntarily limit sales for certain periods; no other market transactions were reported.

Did the reporting persons indicate any ongoing litigation related to the proxy contest?

Yes, they referenced a preliminary injunction entered by the U.S. District Court for the Central District of California and said they have appealed that order.

Does Knighted Pastures LLC currently beneficially own more than 5% of AGAE?

No. As disclosed, the reporting persons ceased to be beneficial owners of more than 5% of the shares as of the close of business on the stated date.