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”), together with the other participants in its solicitation, has filed a definitive
proxy statement and accompanying BLUE universal proxy card with the Securities and Exchange Commission (“SEC”)
to be used to solicit votes in connection with the 2024/2025 annual meeting of stockholders of Allied Gaming & Entertainment Inc.,
a Delaware corporation.
On July 25, 2025, Knighted issued
the following press release:
ISS RECOMMENDS ALLIED GAMING STOCKHOLDERS VOTE
KNIGHTED’S BLUE PROXY CARD
Concludes that Knighted
Presented a “Focused Critique” that Supports a Case for Change
Recommends Allied Gaming’s
Shareholders Vote to Elect Knighted’s Class B Nominees – Roy Choi, Walter Delph, and Jennifer van Dijk - at Upcoming Annual
Meeting on Knighted’s BLUE Proxy Card
Raises Concerns about
the Independence of the Incumbent Board
Highlights Issues with
Allied Gaming’s Operational Performance, Corporate Governance and “Unfocused Strategy”
LOS ANGELES, July 25, 2025 (GLOBE NEWSWIRE) --
Knighted Pastures, LLC and its Manager Roy Choi, together with their affiliates, the owners of approximately 31.5% of the outstanding
shares of Allied Gaming & Entertainment Inc. (NASDAQ: AGAE) (“Allied Gaming” or the “Company”), today announced
that a leading independent proxy advisory firm, Institutional Shareholder Services Inc. (“ISS”), has recommended that stockholders
vote FOR the election of Knighted’s Class B director candidates to the Company’s Board of Directors (the “Board”),
on its BLUE proxy card, at the upcoming combined 2024 and 2025 Annual Meeting of Stockholders.
Roy Choi, Manager of Knighted, said:
“We are very pleased that ISS agrees with
our view that there is a need for change at Allied Gaming. As ISS highlighted, under the current Board, the Company has financially and
operationally underperformed over nearly every measurement period, has failed to implement any clear strategy, and has a concerning corporate
governance framework.
ISS also further validated Knighted’s concerns
about the independence of the Board and the lack of transparency around the Company’s strategy, transactions, and related financial
disclosures.
Our vision for Allied Gaming is clear: restore
accountability in the boardroom and expeditiously enact a coherent strategic vision that serves the long-term interests of all
stockholders. We firmly believe that Allied Gaming has untapped potential and that with the right strategy in place, the Company’s
resources could be effectively utilized to generate sustainable growth. We look forward to contributing to Allied Gaming’s bright
future and urge our fellow Allied Gaming stockholders to vote FOR all six of the Knighted nominees on the BLUE proxy card.”
In its full report, ISS affirmed the case for
boardroom change at Allied Gaming and agreed with Knighted’s concerns regarding the Company’s performance and governance:1
| · | “The
company's strategy appears unfocused, with uncertainty as to the strategic value
and synergies inherent in operating each segment under one umbrella.” |
| · | “Further,
there is a lack of transparency in how the company has made its capital allocation decisions,
with recently announced initiatives lacking any financial disclosure.” |
| · | “AGAE
has faced challenges with operational performance that have led to consistent losses. Despite
these difficulties, AGAE continues to embrace an unfocused strategy, and does not provide
shareholders with enough information to evaluate basic elements of performance.” |
| · | “The
company's overall financial performance is characterized by slow revenue growth and persistent
losses since 2019, which has continued into Q1 2025.” |
| · | “AGAE
entered into two transactions, Elite Fun and Yellow River, which resulted in litigation from
the dissident to rescind each transaction. . . . What is apparent, is that each of these
transactions would have been significantly dilutive to shareholders, despite the company's
statements that it is well capitalized and has "significant dry powder." |
| · | “There
are also concerns regarding the independence of the board, specifically as it
pertains to its largest shareholder Ourgame. Three directors, including Lu, Guo, and Li,
have ties to Ourgame. Li was appointed CEO in June, making this relationship particularly
concerning (he also serves as chair).” |
| · | “There
are also concerns about board independence, key leadership changes, the company's pattern
of communication with shareholders, and the circumstances surrounding recent attempts
to raise capital, among other things.” |
| · | “[T]he
dissident [. . .] has nonetheless presented a focused critique that supports a
limited case for change.” |
| · | “Support
is warranted for dissident nominee Roy Choi, who is a direct representative of the dissident.” |
| · | “Given
the nature of the concerns, the most appropriate addition would be an independent director
who can support the best interests of shareholders unaffiliated with Ourgame. It appears
that dissident nominee Roy Choi is best positioned to be this voice. [. . .] the
value of his perspective was arguably validated by the board when it offered to include him
as an observer.” |
KNIGHTED URGES ALL STOCKHOLDERS
TO VOTE THE BLUE PROXY CARD TODAY!
About Knighted Pastures, LLC
Knighted Pastures, LLC focuses on investing in
promising companies to support their success.
Contact Information:
Sodali & Co.
Michael Verrechia / Bill Dooley
(212) 300-2470
[email protected]
1
Permission to quote ISS was neither sought nor obtained. Emphases added.
