Allied Gaming & Entertainment Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number: 001-38226 ALL IN FUTURETECH ALLIANCE, INC.(FORMERLY KNOWN AS ALLIED GAMING & ENTERTAINMENT INC.)(Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of common stock outstanding, other than shares held by affiliates of the registrant as of June 30, 2025 (thelast business day of the registrant’s most recently completed second fiscal quarter), was approximately $38,282,007 based on the price of $2.59,the closing price on June 30, 2025. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant aredeemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors or 10% beneficial owners, areor were, in fact, affiliates of the registrant. As of May 6, 2026, 38,265,046, shares of common stock, par value $0.0001 per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PAGECautionary Note Regarding Forward-Looking Statements; Risk Factor SummaryiiPART I1Item 1.Business1Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments8Item 1C.Cybersecurity8Item 2.Properties9Item 3.Legal Proceedings10Item 4.Mine Safety Disclosures11PART II12Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities12Item 6.[Reserved.]13Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations13Item 7A.Quantitative and Qualitative Disclosures about Market Risk19Item 8.Financial Statements and Supplementary Data19Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure19Item 9A.Controls and Procedures19Item 9B.Other Information20Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections20PART III21Item 10.Directors, Executive Officers and Corporate Governance21Item 11.Executive Compensation29Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters31Item 13.Certain Relationships and Related Transactions, and Director Independence33Item 14.Principal Accountant Fees and Services34PART IV35Item 15.Exhibits, Financial Statement Schedules35Item 16.Form 10-K Summary36 CA