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SEC Comment Letter for Allied Gaming & Entertainment Inc. (AIFA) (CIK 0001708341) (AIFA) — Jun 10, 2025

Allied Gaming & Entertainment Inc. (AIFA) (CIK 0001708341)
Date: June 10, 2025 · CIK: 0001708341 · Accession: 0000000000-25-006093

AI Filing Summary & Sentiment

File numbers found in text: 001-38226

Date
June 10, 2025
Author
Not clearly detected
Form
UPLOAD
Company
Allied Gaming & Entertainment Inc. (AIFA) (CIK 0001708341)

Letter

June 10, 2025 Roy Choi Manager Knighted Pastures, LLC 1933 S. Broadway, Suite 1146 Los Angeles, CA 90007 Re:Knighted Pastures, LLC Allied Gaming & Entertainment, Inc. DFAN14A Filed June 5, 2025 Filed by Knighted Pastures, LLC et al. File No. 001-38226 Dear Roy Choi: We have reviewed your filing and have the following comment. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Defined terms used herein have the same meaning as in your soliciting materials. DFAN14A Filed June 5, 2025 Press Release Dated June 5, 2025 1.Avoid making statements that directly or indirectly impugn character, integrity or personal reputation or make charges concerning improper, illegal or immoral conduct without factual foundation. See Note (b) to Rule 14a-9. Provide us supplementally the factual foundation for your statement that "[t]he Board has repeatedly engaged in self- serving transactions that have diluted stockholders, lacked transparency, and put shares into friendly hands, all in an effort to insulate the directors from accountability, while continuing to waste stockholder capital" and refrain from including similar statements in future soliciting materials without a factual foundation.

June 10, 2025 Page 2 We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Shane Callaghan at 202-551-6977 or Daniel Duchovny at 202-551-3619. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions

Show Raw Text
June 10, 2025
Roy Choi
Manager
Knighted Pastures, LLC
1933 S. Broadway, Suite 1146
Los Angeles, CA 90007
Re:Knighted Pastures, LLC
Allied Gaming & Entertainment, Inc.
DFAN14A Filed June 5, 2025
Filed by Knighted Pastures, LLC et al.
File No. 001-38226
Dear Roy Choi:
            We have reviewed your filing and have the following comment.
            Please respond to this comment by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comment applies to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Defined terms used herein have the same meaning as in your soliciting materials.
DFAN14A Filed June 5, 2025
Press Release Dated June 5, 2025
1.Avoid making statements that directly or indirectly impugn character, integrity or
personal reputation or make charges concerning improper, illegal or immoral conduct
without factual foundation. See Note (b) to Rule 14a-9. Provide us supplementally the
factual foundation for your statement that "[t]he Board has repeatedly engaged in self-
serving transactions that have diluted stockholders, lacked transparency, and put
shares into friendly hands, all in an effort to insulate the directors from accountability,
while continuing to waste stockholder capital" and refrain from including similar
statements in future soliciting materials without a factual foundation.

June 10, 2025
Page 2
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Daniel Duchovny
at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions