AGAE Allied Gaming & Entertainment Inc. - 8-K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.

On May 19, 2026, All In FutureTech Alliance,
Inc. (formerly known as Allied Gaming & Entertainment Inc., the “Company”) received a deficiency letter (the “Letter”)
from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the
Company that it is not in compliance with the periodic requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1)
because the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) was not
filed with the Securities and Exchange Commission by the required due date of May 15, 2026, and because the Company remains delinquent
in filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Letter provides that the failure to timely
file the Form 10-Q serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market. This Letter
received from Nasdaq has no immediate effect on the listing or trading of the Company’s common stock.

The Company is working diligently to regain compliance
with Nasdaq’s listing rules.

Item 7.01 Regulation FD Disclosure.

On May 21, 2026, the Company issued a press release
in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Letter. A copy of the press release is attached
hereto as Exhibit 99.1.

The information in Item 7.01 of this Form 8-K
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Form 8-K contains certain
forward-looking statements under federal securities laws. In some cases, you can identify forward-looking statements by terminology
such as “may,” “will,” “should,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “potential,”
“intend” or “continue,” the negative of such terms, or other comparable terminology. These statements are
subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially
different from those contemplated by the forward-looking statements. These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those
discussed in these forward-looking statements. The inclusion of such information should not be regarded as a representation by the
Company, or any person, that the objectives of the Company will be achieved.  Important factors that may affect actual results
include, among others, risks and uncertainties described under “Risk Factors” in the Company’s Annual Report on
Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 22, 2026, and in
subsequent filings with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as
a result of new information, future events, or otherwise, except as required by applicable law.

Item 9.01 Financial
Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release dated May 21, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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