UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ SCHEDULE 14A _____________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) S Definitive Proxy Statement £ Definitive Additional Materials £ Soliciting Material Pursuant to §240.14a-12 ALLIED ESPORTS ENTERTAINMENT, INC. (Name of Registrant as Specified In Its Charter) ________________________________________________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): S No fee required. £ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: £ Fee paid previously with preliminary materials. £ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents ALLIED ESPORTS ENTERTAINMENT, INC. 17877 Von Karman Avenue, Suite 300 Irvine, California 92614 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 24, 2020 TO THE STOCKHOLDERS OF ALLIED ESPORTS ENTERTAINMENT, INC.: NOTICE IS HEREBY GIVEN that the 2020 annual meeting of stockholders (the “annual meeting”) of Allied Esports Entertainment, Inc. (the “Company”), which, due to the public health concerns regarding the ongoing coronavirus pandemic (COVID-19), will be held, virtually and exclusively online via live audio-only webcast, on Tuesday, November 24, 2020, at 12:00 p.m. Eastern time (9:00 a.m. Pacific time), or at any adjournment or adjournments thereof, for the following purposes: 1. To elect two Class A directors nominated by the Board of Directors to serve for a three-year term expiring in 2023 (Proposal 1); 2. To ratify the selection by the audit committee of the Board of Directors of Marcum LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2020 (Proposal 2); and 3. To transact any other business as may properly come before the annual meeting or any adjournments thereof. These items of business are more fully described in the proxy statement accompanying this Notice. You will be able to attend the annual meeting online, submit your questions during the annual meeting and vote your shares electronically during the annual meeting by visiting https://www.cstproxy.com/alliedesportsent/2020/. Because the annual meeting is being conducted electronically, you will not be able to attend the annual meeting in person. The record date for the annual meeting is November 3, 2020. Only stockholders of record at the close of business on that date may vote at the annual meeting or any adjournment or postponement thereof By Order of the Board of Directors, /s/ Frank Ng Frank Ng Chief Executive Officer November 3, 2020 Table of Contents Your vote is important. Whether or not you attend the annual meeting virtually, it is important that your shares be represented. You may vote your proxy through the Internet, by telephone or by mail, by completing and returning the proxy card mailed to you. Voting instructions are printed on your proxy card and included in the proxy statement. If you participate virtually in the annual meeting, you may vote at that time, even if you previously submitted your vote. Even if you plan to participate in the annual meeting, we urge you to vote as soon as possible over the internet, by telephone or by mail as described in the proxy statement. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 24, 2020: The proxy statement for the annual meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, each of which is included with this Notice, are also available to you on the Internet. We encourage you to review all of the important information contained in the proxy materials before voting. To view the proxy statement and Annual Report on Form 10 -K on the Internet, visit www.alliedesportsent.com. Table of Contents TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING 1 PROPOSAL NO. 1: ELECTION OF DIRECTORS 6 PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 8 CURRENT DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS 10 EXECUTIVE AND DIRECTOR COMPENSATION 16 INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 21 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS 25 CERTAIN TRANSACTIONS 27 DELINQUENT SECTION 16(a) REPORTS 31 PROPOSALS OF STOCKHOLDERS 31 DISCRETIONARY PROXY VOTING AUTHORITY/ UNTIMELY STOCKHOLDER PROPOSALS 31 SOLICITATION 32 HOUSEHOLDING OF MATERIALS 32 i Table of Contents ALLIED ESPORTS ENTERTAINMENT, INC. 17877 Von Karman Avenue, Suite 300 Irvine, California 92614 PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS To Be Held On November 24, 2020 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING Why am I receiving these materials? We are providing you with these proxy materials because the board of directors (the “Board of Directors” or the “Board”) of Allied Esports Entertainment, Inc. (sometimes referred to as “we,” “us,” “our” or the “Company”) is soliciting your proxy to vote at the 2020 annual meeting of stockholders (the “annual meeting”), including at any adjournments or postponements thereof. The annual meeting will be held on November 24, 2020, at 12:00 p.m. Eastern time (9:00 a.m. Pacific time), virtually and exclusively online via live audio-only webcast at https://www.cstproxy.com/alliedesportsent/2020/. We intend to mail this proxy statement and accompanying proxy card on or about November 5, 2020, to all stockholders of record entitled to vote at the annual meeting. Why are you holding a virtual annual meeting? As part of our effort to maintain a safe and healthy environment for our directors, members of management and stockholders who wish to attend the annual meeting, in light of the novel coronavirus disease, COVID-19, we believe that hosting a virtual meeting is in the best interest of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world. Stockholders will have the same rights and opportunities to participate as they would have at an in-person meeting. How do I attend the annual meeting? You cannot attend the annual meeting physically. You can attend the annual meeting by visiting https://www.cstproxy.com/alliedesportsent/2020/, where you will be able to listen to the annual meeting live, submit questions and vote online. The annual meeting will start at12:00 p.m. Eastern time (9:00 a.m. Pacific time) on Novembe r24, 2020. We encourage you to access the annual meeting prior to the start time to allow time for online check-in. We have worked to offer the same participation opportunities as would be provided at an in-person meeting while further enhancing the online experience available to all stockholders regardless of their location. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. If you experience technical difficulties during the annual meeting, you should call the technical support phone number provided when you log in to the annual meeting. In order to enter the annual meeting virtually, you will need the unique 16-digit control number, which is printed on your proxy card, or included with your voting instruction card and voting instructions received from your broker, bank, trustee, or nominee if you are the beneficial owner of the shares held in “street name.” What if I cannot virtually attend the annual meeting? You may vote your shares electronically before the meeting by internet, by proxy or by telephone as described below. You do not need to access the annual meeting audio-only webcast to vote if you submitted your vote via proxy, by internet or by telephone in advance of the annual meeting. 1 Table of Contents Who can vote at the annual meeting? Only stockholders of record at the close of business on November 3, 2020 will be entitled to vote at the annual meeting. On the record date, there were 33,728,996 shares of common stock outstanding and entitled to vote. A list of such holders will be open to the examination of any stockholder for any purpose germane to the annual meeting at Allied Esports Entertainment, Inc., 17877 Von Karman Avenue, Suite 300, Irvine, California 92614 for a period of ten (10) days prior to the annual meeting. Please contact the Secretary of the Company of the Company to make arrangements to inspect the list. Stockholder of Record — Shares Registered in Your Name: If on November 3, 2020, your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust, then you are a stockholder of record.