Blue Planet New Energy Technology Ltd - Oct 18, 2024 Form 3 Insider Report for Allied Gaming & Entertainment Inc. (AGAE)

Role: 10%+ Owner
Signature: /s/ Carlos Alfonso Oyarbide Seco, as Authorized Signatory
Stock symbol: AGAE
Transactions as of: Oct 18, 2024
Transactions value $: $0
Form type: 3
Date filed: 11/14/2024, 04:15 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	AGAE	Common Stock						6M	Oct 18, 2024	See footnote	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	AGAE	Warrant							Oct 18, 2024	Common Stock	6M	$1.80	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.