Sec Form 13D Filing - Knighted Pastures LLC filing for Allied Gaming & Entertainment Inc. (AGAE) - 2024-02-06

 

 

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).

 

 

 

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.

 

 

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.

 

 

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.

 

 

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