Sec Form 3 Filing - Blue Planet New Energy Technology Ltd @ Allied Gaming & Entertainment Inc. - 2024-10-18

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Blue Planet New Energy Technology Ltd 2. Issuer Name and Ticker or Trading Symbol Allied Gaming & Entertainment Inc. [ AGAE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 745 FIFTH AVE SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 10/18/2024 (Street) NEW YORK, NY10151 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 6,000,000 ( 1 ) ( 2 ) I See footnote ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant $ 1.8 ( 3 ) 10/18/2029 Common Stock 6,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Blue Planet New Energy Technology Ltd 745 FIFTH AVE SUITE 500 NEW YORK, NY10151 X Signatures /s/ Carlos Alfonso Oyarbide Seco, as Authorized Signatory 11/14/2024 Signature of Reporting Person Date

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.

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 4(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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.