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SEC Company Response from Allied Gaming & Entertainment Inc. (AIFA) (CIK 0001708341) (AIFA) — Nov 19, 2024

Allied Gaming & Entertainment Inc. (AIFA) (CIK 0001708341)
Date: Nov. 19, 2024 · CIK: 0001708341 · Accession: 0001213900-24-100081

Offering / Registration Process Regulatory Compliance Business Model Clarity

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File numbers found in text: 333-283104

Date
November 19, 2024
Author
Yinghua Chen
Form
CORRESP
Company
Allied Gaming & Entertainment Inc. (AIFA) (CIK 0001708341)

Letter

VIA EDGAR Correspondence United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Attention: Cara Wirth Re: Acceleration of Effective Date Allied Gaming & Entertainment Inc. Registration Statement on Form S-3 (File No. 333-283104)

Dear Ms. Wirth:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Allied Gaming & Entertainment Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement (the “Registration Statement”) be accelerated so that the Registration Statement becomes effective under the Securities Act at 4:00 p.m., Eastern Time, on Wednesday, November 20, 2024, or as soon as practicable thereafter, or at such other time as the Company or its outside counsel, Morgan, Lewis & Bockius LLP, requests by telephone that such Registration Statement be declared effective.

The Registrant respectfully requests that you notify Mr. Albert Lung of Morgan, Lewis & Bockius LLP of such effectiveness by a telephone call to (650) 843-4000 or via email at albert.lung@morganlewis.com.

Very truly yours,
Allied Gaming & Entertainment Inc.

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CORRESP
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ALLIED GAMING & ENTERTAINMENT INC.

745 Fifth Avenue, Suite 500

New York, New York 10151

November 19, 2024

VIA EDGAR Correspondence

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: 	Cara Wirth

 Re: Acceleration of Effective Date

  Allied Gaming & Entertainment Inc.

  Registration Statement on Form S-3 (File No. 333-283104)

Dear Ms. Wirth:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended (the “Securities Act”), Allied Gaming & Entertainment Inc. (the “Registrant”) hereby requests that
the effective date of the above-referenced Registration Statement (the “Registration Statement”) be accelerated so that the
Registration Statement becomes effective under the Securities Act at 4:00 p.m., Eastern Time, on Wednesday, November 20, 2024, or as soon
as practicable thereafter, or at such other time as the Company or its outside counsel, Morgan, Lewis & Bockius LLP, requests by telephone
that such Registration Statement be declared effective.

The Registrant respectfully requests that you notify
Mr. Albert Lung of Morgan, Lewis & Bockius LLP of such effectiveness by a telephone call to (650) 843-4000 or via email at albert.lung@morganlewis.com.

    Very truly yours,

    Allied Gaming & Entertainment Inc.

    By:
    /s/ Yinghua Chen

    Yinghua Chen

    Chief Executive Officer