Ourgame Adds Members to Allied Gaming Stake Filing

TL;DR

Ourgame updated its 13D filing for Allied Gaming, adding new group members. Watch for potential strategy changes.

AI Summary

Ourgame International Holdings Ltd. filed an amendment (No. 1) to its Schedule 13D on October 3, 2024, regarding its holdings in Allied Gaming & Entertainment Inc. The filing indicates a change in the group members, specifically adding LU JINGSHENG and PRIMO VITAL LTD. The previous name of the subject company was Allied Esports Entertainment, Inc., and before that, Black Ridge Acquisition Corp.

Why It Matters

This amendment signals a potential shift in control or influence over Allied Gaming & Entertainment Inc. by disclosing new entities associated with Ourgame's stake.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate shifts in strategy or control, requiring investor attention.

Key Players & Entities

• Ourgame International Holdings Ltd (company) — Filing entity
• Allied Gaming & Entertainment Inc. (company) — Subject company
• LU JINGSHENG (person) — Added group member
• PRIMO VITAL LTD (company) — Added group member
• Allied Esports Entertainment, Inc. (company) — Former company name
• Black Ridge Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securitie
• $11.50 — ny common stock at a price per share of $11.50 (the “Warrants”), including
• $12,144,260 — stock to Primo Vital in cancellation of $12,144,260 of debt owed by Allied Esports and WPT.
• $10,000,000 — the Effective Date, the Company assumed $10,000,000 of the debt obligations of Ourgame and
• $1,200,000 — Global Limited (including an additional $1,200,000 of accrued interest) and repaid Ourgame
• $23,800,000 — terest) and repaid Ourgame a balance of $23,800,000 owed under the Merger Agreement by (a)
• $3,500,000 — nder the Merger Agreement by (a) paying $3,500,000 in cash to Ourgame and its designees, (
• $1,000,000 — aph 4 above), and (c) Ourgame retaining $1,000,000 of the proceeds of such loans to pay it

Filing Documents

• tm2425575d1_sc13da.htm (SC 13D/A) — 72KB
• tm2425575d1_ex99-1.htm (EX-99.1) — 6KB
• 0001104659-24-105933.txt ( ) — 81KB

Security and Issuer

Item 1 Security and Issuer.

is hereby amended as follows

Item 1 is hereby amended as follows: This Schedule 13D/A relates to shares of the Common Stock, $0.0001 par value, of Allied Gaming & Entertainment Inc., a Delaware corporation (the “Issuer” or the “Company”). The address of the principal executive offices of the Issuer is 745 Fifth Avenue, Suite 500, New York, NY 10151. Prior to August 9, 2019, the name of the Company was Black Ridge Acquisition Corp.

Identity and Background

Item 2 Identity and Background.

is amended as follows

Item 2 is amended as follows: (a) This 13D/A is being filed jointly by the following persons (the “Reporting Persons”): · Primo Vital Limited (“Primo Vital”), a British Virgin Islands exempted company; · Ourgame International Holdings Limited (“Ourgame”), a Cayman Islands corporation; and · Lu Jingsheng, an individual who is the chairman, executive director and chief executive officer of Ourgame and the sole director of Primo Vital. Mr. Lu Jingsheng is a director of the Issuer since 2021. Mr. Eric Yang resigned from Ourgame on June 30, 2020 so is no longer deemed to be a Reporting Person. (b) The principal office and place of business for Primo Vital, Ourgame and Mr. Lu Jingsheng is 31/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, China. (c)Primo Vital’s principal business activities involve investing in the equity securities of the Company. Ourgame’s principal business activities involve developing and operating online card and board games in China, with integrated online and offline operations. Primo Vital is a 100% owned subsidiary of Ourgame. Lu Jingsheng is an individual who is the executive director and chief executive officer of Ourgame and and the sole director of Primo Vital. (d) – (e)During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor have the parties been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such individual was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting, or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. (f)Primo Vital is a British Virgin Islands exempted company. Ourgame is a Cayman Islands corporation. Lu Jingsheng is a citizen of the Peo

Source and Amount

Item 3 Source and Amount of Funds or Other Consideration.

is amended as follows

Item 3 is amended as follows: The Reporting Persons acquired beneficial ownership of the securities of the Company described herein pursuant to the Agreement and Plan of Merger, dated as of December 19, 2018 and amended by the Amendment dated August 5, 2019 (as so amended, the “Merger Agreement”), by and among the Company, Black Ridge Merger Sub Corp. (“Merger Sub”), Allied Gaming and Entertainment, Inc. (f/k/a Allied Esports Media, Inc.) (“AEM”), Noble Link Global Limited (“Noble”), Ourgame, and Primo Vital. On August 9, 2019 (the “Effective Date”), such parties completed merger transactions (the “Mergers”) and other related transactions (together with the Mergers, the “Transactions”) under which, among other things, AEM became a wholly-owned subsidiary of the Company and the Company assumed ownership of the businesses of Allied Esports (“Allied Esports”) and the World Poker Tour® (“WPT”). The consideration for the issuances of securities to the Reporting Persons is described below. Issuances in the Transactions . In the Transactions, among other things, the Reporting Persons received the following equity securities of the Company or rights to receive such equity securities in the future: 1.In the Mergers, on the Effective Date, the Company issued shares of common stock to the former owners of AEM and WPT, including 9,543,692 shares issued to Primo Vital. 2.In the Mergers, on the Effective Date, the Company issued to the former owners of AEM and WPT five-year warrants to purchase shares of Company common stock at a price per share of $11.50 (the “Warrants”), including 3,125,640 Warrants issued to Primo Vital. These warrants expired in August 9, 2024. 3.On the Effective Date, the Company issued 1,842,831 shares of common stock to Primo Vital in cancellation of $12,144,260 of debt owed by Allied Esports and WPT. 4.On the Effective Date, th

Purpose of Transaction

Item 4. Purpose of Transaction.

is amended as follows

Item 4 is amended as follows: The Reporting Persons may from time to time and at any time: (1) acquire additional Common Shares and/or other securities and/or instruments (including equity, debt or other securities or instruments) of the Issuer (or its affiliates) in the open market, in privately negotiated transactions, or otherwise, (2) dispose of any or all of their Common Shares and/or other securities and/or instruments of the Issuer (or its affiliates) in the open market, in privately negotiated transactions, or otherwise, (3) enter into swap and/or other derivative transactions with brokerdealers and/or financial institutions counterparties with respect to the securities of the Issuer (or its affiliates) which may be deemed to either increase or decrease the Reporting Persons economic exposure to the value of the Common Shares or other securities of the Issuer, and/or (4) engage in any other hedging or similar transactions with respect to the Common Shares and/or other securities or instruments of the Issuer. On September 24, 2024, Ourgame delivered a letter to the board of directors of the Issuer (the “Board”) demanding the Board to grant Ourgame a similar exemption which the Issuer granted to Knighted Pastures LLC and Roy Choi (collectively, “Knighted”), permitting Ourgame to acquire additional shares of common stock of the Issuer, up to a level exceeding 10% of Knighted’s holding without being treated as an “acquired person” under a shareholder rights plan adopted by the Issuer in February 2024. In addition, Ourgame urged the Board to initiate necessary amendments to the Bylaws to perform the obligations under the Agreement and Plan of Reorganization, dated as of December 19, 2018. On October 3, 2024, Mr. Lu Jingsheng, in his capacity as a member of the nominating and corporate governance committee of the Issuer (the “Nominating Committee”), delivered a Notice of Nomination for Directors (the “

Interests in Securities

Item 5 Interests in Securities of the Issuer.

is amended as follows

Item 5 is amended as follows: Primo Vital beneficially owns 11,986,523 shares of common stock of the Company, representing 31.4% of the issued and outstanding common stock. (All percentages are based on 38,185,313 outstanding shares as of August 14, 2024, as reported in the Issuer’s Form 10-Q for the quarter ended June 30, 2024. Primo Vital shares the power to vote or direct the voting of all of such shares and shares the power to dispose or direct the disposition of all of such shares. Ourgame beneficially owns 11,986,523 shares of common stock of the Company, representing 31.4% of the issued and outstanding common stock. This beneficial ownership includes all of the shares beneficially owned by Primo Vital, because Primo Vital is a wholly owned subsidiary of Ourgame. Mr. Lu Jinsheng beneficially owns 12,046,523 shares of common stock of the Company, representing 31.5% of the issued and outstanding common stock. This beneficial both such companies. Mr. Lu Jingsheng beneficially owns (i) 11,986,523 outstanding shares; (ii) 20,000 restricted stock units granting Mr. Lu Jingsheng the right to receive one share of common stock of the Issuer (the "Common Stock"). The RSUs shall vest: (i) twenty-five percent (25%) immediately upon granting and (ii) the remaining shares shall vest in three (3) equal successive installments upon the Reporting Person's completion of each six (6) month period of service over the eighteen (18) month period measured from the date of grant; and (iii) options to purchase 40,000 shares of Common Stock vesting 10,000 shares vest on each of 5/6/2022, 5/6/2023, 5/6/2024, and 5/6/2025. Mr. Lu Jingsheng has sole power to vote or direct the voting and dispose or direct the disposition of 60,000 shares. Mr. Lu Jingsheng shares the power to vote or direct the voting of 11,986,523 shares. Mr. Lu Jingshe

Material to be Filed

Item 7 Material to be Filed as Exhibits. Exhibit No. Description 99.1 Agreement to File Jointly (attached herewith). SIGNATURE 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. Date: October 3, 2024 PRIMO VITAL LIMITED By: /s/ Lu Jingsheng Lu Jingsheng Sole Director OURGAME INTERNATIONAL HOLDINGS LIMITED By: /s/ Lu Jingsheng Lu Jingsheng Chief Executive Officer /s/ Lu Jingsheng Lu Jingsheng

View Full Filing

View this SC 13D/A filing on SEC EDGAR