AGAE Schedule 13G: 3.8M Shares Gifted then Sold, Now 0% Ownership

Accepted by SEC EDGAR 09/30/2025 - 05:56 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Schedule 13G filing for Allied Gaming & Entertainment Inc. (AGAE) shows that two Missouri nonprofit reporting persons, Greater Horizons and Greater Kansas City Community Foundation, received a gift of 3,800,000 shares of the issuer's common stock on August 29, 2025, representing 9.99% of the outstanding shares based on 38,018,882 shares reported as of August 12, 2025. The filing states Greater Horizons sold all 3,800,000 shares in open market transactions on September 12, 2025. The cover-page ownership amounts are zero, and the reporting persons assert the shares were not acquired to influence control of the issuer.

Positive

• Full disclosure of receipt and subsequent disposition of 3,800,000 shares (9.99%)
• Reporting persons confirm the shares were not acquired to influence control

Negative

• No ongoing beneficial ownership following the September 12, 2025 sales (0% ownership)
• Filing lacks transaction details such as sale prices and counterparties, limiting assessment of market impact

Insights

Corporate Governance Expert

TL;DR: A near-10% block was gifted then fully sold in public market; reporting persons now hold 0% and confirm no control intent.

The filing documents a large, non-economic transfer followed by an open-market disposition within two weeks. Material facts: 3,800,000 shares (9.99%) were gifted on August 29, 2025, and sold by Greater Horizons on September 12, 2025, leaving the reporting entities with zero beneficial ownership. The reporting persons are nonprofit Missouri corporations and the filing references 38,018,882 shares outstanding as of August 12, 2025. The certification states the shares were not intended to affect control.

Securities Analyst

TL;DR: Transfer and rapid sale of a 9.99% block increased free float briefly; no ongoing ownership remains.

The disclosure is factual and limited: it confirms receipt of 3,800,000 shares and their complete sale, and reports zero shared or sole voting or dispositive power following the transactions. The filing does not provide transaction prices, counterparties, or impact on the issuer's market capitalization beyond the stated outstanding share count of 38,018,882. No additional financial metrics or intentions are disclosed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did the Schedule 13G for Allied Gaming & Entertainment Inc. (AGAE) disclose?

It discloses that Greater Horizons received a gift of 3,800,000 shares (9.99%) on August 29, 2025, and sold all those shares on September 12, 2025, leaving 0% beneficial ownership.

How many shares outstanding did the filing reference for AGAE?

The filing references 38,018,882 shares of common stock outstanding as of August 12, 2025.

Do the reporting persons claim intent to influence control of AGAE?

No. The certification states the securities were not acquired or held to change or influence the issuer's control.

Who are the reporting persons in the Schedule 13G for AGAE?

The reporting persons are Greater Horizons and the Greater Kansas City Community Foundation, both nonprofit corporations organized in Missouri.

What voting or dispositive power do the reporting persons now hold in AGAE?

The cover page reports 0 shares of sole or shared voting power and 0 shares of sole or shared dispositive power.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Allied Gaming & Entertainment Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

01915A109

(CUSIP Number)

08/29/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 01915A109

1

Names of Reporting Persons

Greater Kansas City Community Foundation

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MISSOURI

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 01915A109

1

Names of Reporting Persons

Greater Horizons

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MISSOURI

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Allied Gaming & Entertainment Inc.
(b)	Address of issuer's principal executive offices: 745 FIFTH AVENUE, SUITE 500, NEW YORK, NEW YORK, 10151.
Item 2.
(a)	Name of person filing: This statement is filed on behalf of Greater Horizons and The Greater Kansas City Community Foundation (each, a ?Reporting Person?).
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 1055 Broadway Blvd., Suite 130, Kansas City, Missouri, 64105
(c)	Citizenship: Each of the Reporting Persons is a Nonprofit Corporation organized under the laws of the State of Missouri
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 01915A109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The Greater Kansas City Community Foundation is the sole Member of Greater Horizons. The Greater Kansas Community Foundation is managed by an 18-member board of directors. Action by the board of directors is by simple majority vote. No individual director has voting or dispositive control over the reported securities and, therefore, no individual director has or shares beneficial ownership of such securities and this Statement shall not be construed as an admission of beneficial ownership that any individual manager of the Reporting Person is a beneficial owner of any of the securities covered by this Statement. On August 29, 2025, Greater Horizons received a gift of 3,800,000 shares of Common Stock of the Issuer for no consideration, representing 9.99% of the outstanding Common Stock of the Issuer. On September 12, 2025, Greater Horizons sold all 3,800,000 shares in open market transactions. The ownership percentages reported in this Statement are based on 38,018,882 shares of Common Stock outstanding as of August 12, 2025, as reported by the Issuer pursuant to that certain Form 10-Q filed on August 14, 2025. (c) the information contained on the cover pages to this Schedule 13G is incorporated in this statement by reference.
(b)	Percent of class: 0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Greater Kansas City Community Foundation

Signature:	/s/ William M Corbett III
Name/Title:	Vice President of Investments
Date:	09/30/2025

Greater Horizons

Signature:	/s/ William M. Corbett III
Name/Title:	Vice President of Investments
Date:	09/30/2025