Blue Planet New Energy Technology Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Blue Planet New Energy Technology Ltd

(Last) (First) (Middle)

745 FIFTH AVE SUITE 500

(Street)

NEW YORK NY 10151

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2024

3. Issuer Name and Ticker or Trading Symbol
Allied Gaming & Entertainment Inc. [ AGAE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,000,000(1)(2)	I	See footnote(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	(3)	10/18/2029	Common Stock	6,000,000	1.8	D

Explanation of Responses:

1. Represents shares of the Issuer's common stock, par value $0.0001 (the "Common Stock"), acquired by Blue Planet New Energy Technology Limited (the "Reporting Person" or "Blue Planet") from the Issuer at a purchase price of $1.10 per share for a price of $6,600,000 in a private placement transaction pursuant to a Securities Purchase Agreement, dated October 18, 2024 (the "SPA"). Rimu Investment Limited, a company incorporated under the laws of Hong Kong ("Rimu"), beneficially owns 100% of the class B interests in Blue Planet and may be deemed to share beneficial ownership over the securities owned by Blue Planet. The class B interests in Blue Planet provide Rimu with the right to veto any investment decision made by Blue Planet with respect to its investment in the Issuer, at the sole discretion of Rimu. Zongmin Ding beneficially owns 100% of the interests in Rimu and may be deemed to share beneficial ownership over the securities owned by Blue Planet.

2. The Reporting Person disclaims beneficial ownership of the securities held by Blue Planet except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. Pursuant to the PSA, the Reporting Person also acquired a corresponding warrant to purchase up to 6,000,000 shares of Common Stock, with an exercise price of $1.80 per share, which may not be exercised if Blue Planet, together with its affiliates, would beneficially own more than 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise, unless the Issuer obtains shareholder approval pursuant to applicable NASDAQ rules.

	/s/ Carlos Alfonso Oyarbide Seco, as Authorized Signatory	11/14/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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