UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934 (Amendment No. 6)
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)
January 31, 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 (however, see the Notes).
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 |
|
|
|
9,041,208
(1) |
9 |
SOLE
DISPOSITIVE POWER |
|
|
|
0 |
10 |
SHARED
DISPOSITIVE POWER |
|
|
|
9,041,208
(1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
9,041,208
(1) |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
|
|
|
24.4%
(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 36,842,663 Common Shares issued and outstanding as of November 6, 2023, as reported in the
Issuer’s Form 10-Q filed on November 9, 2023.
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 |
|
|
|
10,945,030
(1) |
9 |
SOLE
DISPOSITIVE POWER |
|
|
|
0 |
10 |
SHARED
DISPOSITIVE POWER |
|
|
|
10,945,030
(1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
10,945,030 |
12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
|
|
|
29.6%
(2) |
14 |
TYPE
OF REPORTING PERSON |
|
|
|
IN |
(1)
Consists of 8,851,208 Common Shares and 190,000 warrants to purchase Common Shares at $11.50 per share owned by Knighted Pastures
LLC, and 1,903,822 Common Shares owned by Roy Choi.
(2)
Percentage calculated based on 36,842,663 Common Shares issued and outstanding as of November 6, 2023, as reported in the
Issuer’s Form 10-Q filed on November 9, 2023.
CUSIP
No. 01917019 | 13D/A | Page
4 of 5 Pages |
AMENDMENT
NO. 6 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 and Amendment
No. 5 thereto filed on December 28, 2023 (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.
6 to Schedule 13D.
(c)
Since the date of filing of the Amendment No. 5 to Schedule 13D, the following transactions were effected by the Reporting Persons:
Knighted
Pastures LLC acquired 28,876 Common Shares on January 18, 2024 at a weighted average price of $0.9793 per share.
Knighted
Pastures LLC acquired 153,869 Common Shares on January 19, 2024 at a weighted average price of $1.0992 per share.
Knighted
Pastures LLC acquired 21,300 Common Shares on January 22, 2024 at a weighted average price of $1.132 per share. These shares were purchased
in multiple transactions at prices ranging from $1.06 to $1.17, inclusive.
Knighted
Pastures LLC acquired 100,000 Common Shares on January 23, 2024 at a weighted average price of $1.32 per share. These shares were purchased
in multiple transactions at prices ranging from $1.18 to $1.37, inclusive.
Knighted
Pastures LLC acquired 159,665 Common Shares on January 31, 2024 at a weighted average price of $1.2628 per share. These shares were purchased
in multiple transactions at prices ranging from $1.10 to $1.30, inclusive.
Knighted
Pastures LLC acquired 110,000 Common Shares on February 1, 2024 at a weighted average price of $1.2839 per share. These shares were purchased
in multiple transactions at prices ranging from $1.17 to $1.30, inclusive.
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:
February 6, 2024 |
/s/
Roy Choi |
|
Roy
Choi |
Dated:
February 6, 2024 |
Knighted
Pastures LLC |
|
|
|
|
/s/
Roy Choi |
|
Name: |
Roy
Choi |
|
Title: |
Manager |
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