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    O   L   S   H   A   N

1325 AVENUE OF THE AMERICAS ● NEW YORK, NEW YORK 10019

TELEPHONE: 212.451.2300 ● FACSIMILE: 212.451.2222

June 18, 2025

VIA EDGAR AND ELECTRONIC MAIL

Shane Callaghan and Daniel Duchovny

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

 Re: Allied Gaming & Entertainment, Inc. (“Allied” or the “Company”)

DFAN14A filed on June 5, 2025 (the “DFAN”)

Filed by Knighted Pastures, LLC et al.

File No. 001-38226

Dear Mr. Callaghan and Mr. Duchovny:

We acknowledge receipt
of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
dated June 10, 2025 (the “Staff Letter”) with regard to the above-referenced matter. We have reviewed the Staff Letter with
Knighted Pastures, LLC (“Knighted”) and the other participants in its solicitation (collectively, the “Knighted Parties”)
and provide the following responses on their behalf. For ease of reference, the comment in the Staff Letter is reproduced in italicized
form below. Terms that are not otherwise defined have the meanings ascribed to them in the DFAN.

DFAN14A filed on 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.

Knighted acknowledges
the Staff’s comment and offers the Staff the following information on a supplemental basis in support of such statement. By way
of background, Knighted has been a stockholder in the Company since 2020. Although Knighted has had long-standing concerns regarding
certain transactions between the Company and Ourgame International Holdings Limited (“Ourgame”), which is the largest stockholder
of Allied, these concerns came to a head beginning in late 2023, when the Company’s Board of Directors (the “Board”)
approved the highly dilutive Elite Transaction and Yellow River Transaction (each defined below) and took certain other actions seemingly
designed to entrench the Board and maintain Ourgame’s control. Knighted successfully challenged these actions in successive litigations
in the Delaware Court of Chancery, Knighted Pastures, LLC v. Yangyang Li, et al., C.A. No. 2024-0222-JTL (Del. Ch.) (the “First
Delaware Action”), and Knighted Pastures, LLC v. Yangyang Li, et al., C.A. No. 2024-1158-JTL (Del. Ch.) (the “Second
Delaware Action”), with the Company electing in each instance to rescind the transactions voluntarily and moot the actions in the
face of imminent trial dates. Although the Company mooted each litigation before a trial could be held, in the First Delaware Action,
the Court of Chancery found that Knighted had conferred a corporate benefit upon the Company and awarded counsel, who worked on contingency,
a substantial fee award and, further, that Allied’s objection to the fee award was “not credible.” In the Second Delaware
Action, the Court of Chancery entered a Status Quo Order on May 22, 2025, that prevents the Company from engaging in further extraordinary
transactions prior to the upcoming 2024/2025 annual meeting of stockholders.

    O L S H A N   F R O M E   W O L O S K Y   L L P
    WWW.OLSHANLAW.COM

    June 18, 2025

Page 2

For
the Staff’s convenience, the statement has been broken into component parts, each followed by supporting information. Please note
that certain documents and deposition transcripts cited herein have been designated confidential pursuant to a protective order entered
in connection with the Second Delaware Action and are not publicly available. Nevertheless, where possible, citations to publicly available
documents have been included alongside confidential sources. For convenience, copies of certain of the publicly available litigation
documents are contained in the exhibit attached hereto.

 (i) “the Board has repeatedly engaged in self-serving transactions”

As set forth below, we believe
there is significant factual support for the claim that the Board has repeatedly engaged in self-serving transactions based on the nature,
structure, and effects of the Company’s recent related-party dealings.

As background, following the Company’s
de-SPAC transaction on August 9, 2019, Ourgame, through its wholly owned subsidiary, Primo Vital Ltd., beneficially owned more than 50%
of the Common Stock of the Company as of such date. Notably, Allied directors Yangyang Li, Jingsheng Lu, Yushi Guo, and Yuanfei Qu (collectively,
the “Ourgame-Affiliated Board Members”), who constituted half of the Board in 2024, each have well-documented ties to
Ourgame.1

On September 24, 2023, Allied,
through a wholly owned subsidiary, advanced a non-interest bearing $3.5 million loan to Beijing Lianzhong Co., Ltd. (“Beijing Lianzhong”),
an entity wholly owned by Ourgame.2 This
loan was made in connection with a proposed equity interest purchase agreement that Knighted believes directly benefited Ourgame.3
Then, on October 31, 2023, the Company, through a wholly owned subsidiary, purchased a 40% interest in a mobile game developer and operator,
Beijing Lianzhong Zhihe Technology Co. (“ZTech”), from Beijing Lianzhong (the “ZTech Transaction”). The Company
paid the Ourgame-owned entity $7 million in cash in connection with the ZTech Transaction, even though ZTech had only recently formed
in April 2022 and recognized net losses during 2023.4
Knighted believes the loan to Beijing Lianzhong and the ZTech Transaction constituted a coordinated effort by Ourgame and the Ourgame-Affiliated
Board Members to offload a significant portion of Ourgame’s unprofitable startup assets to the Company while also enabling a transfer
of cash from the Company to Ourgame, to the detriment of the Company and its stockholders.5
As further support for the description of these as self-serving transactions, Allied’s investment in ZTech has subsequently proven
to be financially unfavorable to Allied and its stockholders, as Allied has generated net losses from ZTech in 2023 and 2024.6

1 Ex. 1, Knighted’s Pre-Trial Brief (“PTB”), at 6–8; Ex. 2, Joint Pre-Trial Stipulation (“PTO”), Knighted Pastures, LLC v. Yangyang Li, et al., C.A. No. 2024-1158-JTL (Del. Ch.), Dkt. 194 at ¶¶ 12–19 (Apr. 23, 2025) (stipulated facts agreed to by Allied regarding the affiliations between its Board and Ourgame).

2 The Company’s 2023 Annual Report on Form 10-K filed with the Commission on March 28, 2024 (the “2023 10-K”), at F-22, n.7 (Allied advanced the seller of ZTech a $3.5m interest-free bridge loan).

3 The Company’s Quarterly Report for Q3 2023 on Form 10-Q filed with the Commission on November 9, 2023.

4 The 2023 10-K.

5 See Ex. 1, PTB, at 8–9 (citing the Company’s Quarterly Report for 2024 Q3 on Form 10-Q filed with the Commission on November 14, 2024 (the “2024 Q3 10-Q”), at 15; see also confidential deposition testimony of Allied’s CFO, Roy Anderson, at 97–106 (explaining that the Company’s investments in financial instruments and loans to third parties bore no connection to its core business in gaming and entertainment, and that he had no input into those decisions, which were made unilaterally by the Company’s Chairman).

6 See the 2024 Q3 10-Q; see also the Company’s 2024 Annual Report on Form 10-K filed with the Commission on June 9, 2025 (the “2024 10-K”), at F-2–3 (recording a $9.57 million impairment of goodwill, which the auditor identified as a “critical audit matter” due to the significant judgment required to estimate the fair value of the reporting unit), and at F-35–36 (reporting $291,404 and $10,979,666 in losses in 2023 and 2024, respectively, in casual mobile gaming “provided through Z-Tech”).

    June 18, 2025

Page 3

On November 28, 2023, Ourgame
reported the formation of a joint venture in Macau, Skyline Music Entertainment Limited (“Skyline”), under which a wholly
owned subsidiary of the Company became the owner of 51% of Skyline and contributed $6 million to Skyline (the “Skyline Transaction”).7
Neither the filing made by Ourgame nor the Company’s reports disclosed any substantial capital contribution made by the other joint
venture parties, Zhao Qian and All in Asia Culture and Tourism Development Company Limited (“All in Asia”), who collectively
own 49% of Skyline. Notably, Ourgame owns 20% of All in Asia, and Ourgame’s filing stated that Skyline’s purpose was for the
benefit of Ourgame and its subsidiaries to actively explore cultural, tourism, and entertainment businesses. Skyline made an advance deposit
of $3.7 million to All in Asia under a project cooperation agreement, which Knighted believes represents funds contributed by the Company.
The Company reported that on February 21, 2024, Skyline loaned $1.34 million to a vendor in an unsecured loan bearing interest at 5% per
annum.8 Allied reported zero concert revenue
in 2024 from Skyline, while ascribing over $300,000 in operating losses to that business.9

To date, neither the ZTech Transaction
nor the Skyline Transaction appear to have generated any financial or commercial benefit for Allied. These transactions, together with
the Elite and Yellow River Transactions discussed below, reflect, in Knighted’s view, a pattern of related-party transactions that
served the interests of Ourgame and its affiliates on the Board rather than those of unaffiliated stockholders.

 (ii) “…diluted stockholders”

The Elite and Yellow River Transactions
provide factual support for the statement that the Board has repeatedly engaged in transactions that diluted stockholders, particularly
in the form of discounted share issuances to parties with ties to management and/or the incumbent directors. In both cases, the Elite
and Yellow River Transactions were ultimately unwound by the Company in response to litigation initiated by Knighted, which asserted breaches
of fiduciary duty by the Board.

In addition to these dilutive
transactions, the Company made the Restricted Share Grants (as defined and described below) to the Company’s directors and officers,
which represented an issuance of approximately 4% of the then-outstanding shares.

7 The 2023 Annual Report. See also Ex. 1 PTB at 6–8; and Knighted Pastures, LLC v. Yangyang Li, et al., C.A. No. 2024-1158-JTL, Dkt. 195 at 11–12; Ex. 3, Public Filing: Ourgame International Discloseable Transaction Formation of a Joint Venture Company.

8 The Company’s Quarterly Report for 2024 Q1 on Form 10-Q filed with the Commission on May 20, 2024.

9 The 2024 10-K, at F-35–36.

    June 18, 2025

Page 4

Elite Transaction

On December 26, 2023, the Board
approved the issuance of 7,330,000 shares to Elite Fun Entertainment Co., Ltd. (“Elite Fun”), a Macau entity, which constituted
19.9% of the outstanding shares of the Company, at a price of $0.90 per share (the “Elite Transaction”). The issuance represented
a 30% discount from the average trading price of the Company’s stock on the ten trading days before the December 28, 2023, announcement
of the Elite Transaction10 and a discount
of 26% from the closing price on the day of the transaction. Elite Fun’s general manager, Dai Bing, has been a director of Ourgame
since November 2022. When announcing the transaction, the Company did not disclose Dai Bing’s affiliation with Ourgame.11
Also, Elite-Macau effected the Elite Transaction through a former wholly owned subsidiary of Ourgame, Elite Fun Entertainment Limited.
12 Each of Messrs. Li, Lu, Qu, and Guo (the
Ourgame-Affiliated Board Members), Guanzhou Qin, and Yinghua Chen, the Company’s current CEO, approved the issuance, despite the
Company not having any apparent need for additional capital. Concerningly, the $0.90 proposed sale price was below the $1.18 average price
per share at which the Company had been repurchasing its own shares that year under the Repurchase Program.13

Although Elite Fun did not make
timely payments per the terms of the parties’ agreement, Allied issued all 7.3 million shares to Ourgame, which transferred those
shares to Elite Fun. The Elite Transaction allowed Elite Fun to acquire 19.9% of Allied’s outstanding shares, representing substantial
dilution to existing stockholders and the maximum amount permitted without triggering the need for stockholder approval under applicable
Nasdaq rules.

Following the Elite Transaction,
Knighted filed the First Delaware Action, asserting breach of fiduciary duty based on the Board’s efforts at entrenchment by issuing
a substantial number of shares to parties friendly to the Board and management. Days before trial was scheduled to begin, Allied mooted
the claims by reversing the Elite Transaction and several related corporate governance decisions.14

Yellow River Transaction

In June 2024, at the same time
Allied was reversing the Elite Transaction, the Company began to explore another dilutive transaction, this time with Yellow River Global
Capital Limited (“Yellow River”). On October 23, 2024, Allied approved the issuance of (i) 6,000,000 shares to Blue Planet
New Technology Limited (“Blue Planet”), a subsidiary of Yellow River, at a purchase price of $1.10 per share (the “Yellow
River Share Issuance”), and (ii) a corresponding warrant (the “Yellow River Warrant”) to purchase up to an additional
6,000,000 shares with an exercise price of $1.80 per share (collectively, the “Yellow River Transaction”).15
The purchase price for the Yellow River Share Issuance represented an 11.8% discount from the average trading price of the Company’s
stock on the ten trading days before the October 23, 2024, announcement of the Yellow River Transaction. The Yellow River Transaction
also potentially provided for the issuance of up to the maximum number of the Company’s shares which could be issued without requiring
stockholder approval under applicable listing rules of Nasdaq.

10 Source: Bloomberg and the Company’s Form 8-K filed with the Commission on December 29, 2023.

11 See Ex. 1, PTB, at 13–14; see also Ex. 4, Ourgame International Holdings Limited, Notice of Board Meeting, HKEX (Aug. 21, 2023) (listing Dai Bing as an independent non-executive director), https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0821/2023082100830.pdf.

12 The Company’s Form 8-K filed with the Commission on December 29, 2023.

13 The 2023 10-K.

14 See PTB, at 21–23; see also Knighted Pastures, LLC v. Yangyang Li, et al., 2024-0222-JTL, Dkts. 20 (amended complaint), 114 (Allied’s emergency motion to dismiss the action as moot), 118 (Knighted’s opposition to Allied’s motion), 116 (Allied’s reply brief).

15 The Company’s Form 8-K filed with the Commission on October 23, 2024.

    June 18, 2025

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Additionally, Allied granted Yellow
River the right to appoint a director to the Board, and Yellow River selected Zongmin Ding for that seat. Allied announced the Yellow
River Transaction as a “strategic” partnership,” however, there is virtually no public information available about Yellow
River, and Yellow River does not have any experience or expertise in gaming or entertainment.16
Notably, the Yellow River Transaction was approved in advance of the Company’s 2024 annual meeting of stockholders (the “2024
Annual Meeting”) and amid Knighted’s campaign to materially reconstitute the Board through the election of new directors and
the removal of certain other incumbent directors at the 2024 Annual Meeting. The timing and structur