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United States securities and exchange commission logo
August 16, 2023
Vicky Zhang
Chief Financial Officer
Adlai Nortye Ltd.
c/o PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re: Adlai Nortye Ltd.
Amendment No. 1 to
Registration Statement on Form F-1
Filed August 10,
2023
File No. 333-273465
Dear Vicky Zhang:
We have reviewed your amended registration statement and have the
following
comment. In this comment, we may ask you to provide us with information
so we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this comment, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
29, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1
General
1. We note the changes you
made to your disclosure appearing on the cover page, Summary
and Risk Factor
sections relating to legal and operational risks associated with operating
in China and PRC
regulations. It is unclear to us that there have been changes in the
regulatory environment
in the PRC since the amendment that was filed on July 27, 2023,
warranting revised
disclosure to mitigate the challenges you face and related
disclosures. The Sample
Letters to China-Based Companies sought specific disclosure
relating to the risk
that the PRC government may intervene in or influence your operations
at any time, or may
exert control over operations of your business, which could result in a
Vicky Zhang
Adlai Nortye Ltd.
August 16, 2023
Page 2
material change in your operations and/or the value of the securities you
are registering
for sale. We remind you that, pursuant to federal securities rules, the
term control
(including the terms controlling, controlled by, and under
common control with ) as
defined in Securities Act Rule 405 means the possession, direct or
indirect, of the power
to direct or cause the direction of the management and policies of a
person, whether
through the ownership of voting securities, by contract, or otherwise.
The Sample
Letters also sought specific disclosures relating to uncertainties
regarding the enforcement
of laws and that the rules and regulations in China can change quickly
with little advance
notice. We do not believe that your revised disclosure referencing the
PRC government s
intent to strengthen its regulatory oversight conveys the same risk.
Please restore your
disclosures in these areas to the disclosures as they existed in the
registration statement as
of July 27, 2023
You may contact Jenn Do at 202-551-3743 or Angela Connell at
202-551-3426 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jimmy McNamara at 202-551-7349 or Laura Crotty at 202-551-7614 with any
other
questions.
Sincerely,
FirstName LastNameVicky Zhang
Division of
Corporation Finance
Comapany NameAdlai Nortye Ltd.
Office of Life
Sciences
August 16, 2023 Page 2
cc: Ke Geng
FirstName LastName