As Filed with the Securities and Exchange Commission on September 11, 2026 

Registration No. 333-290280

Registration No. 333-279372

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Post-Effective Amendment No. 1 to Registration Statement on FORM S-8 (No. 333-290280)

Post-Effective Amendment No. 1 to Registration Statement on FORM S-8 (No. 333-279372)

 

UNDER

THE SECURITIES ACT OF 1933

 

 

Adlai Nortye Group Ltd.

(Exact name of registrant as specified in its charter)

 

Singapore		Not Applicable
(State or other jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

77 Robinson Road, #20-01,

Robinson 77,

Singapore 068896

(Address of Principal Executive Offices, including zip code)

 

 

2023 Share Incentive Plan

2025 Share Incentive Plan

(Full title of the plan)

 

Adlai Nortye USA Inc.

685 US Hwy 1,

North Brunswick Township, NJ 08902

Telephone: +1 848 230 7430

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With a copy to:

 

Yu Wang, Esq.
Han Kun Law Offices LLP
Rooms 4301-10, 43/F., Gloucester Tower
The Landmark
15 Queen’s Road Central, Hong Kong
+852 6386 1503

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

  

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. 

 

 

 

EXPLANATORY NOTE

 

These Post-Effective Amendment No.1 to the Registration Statements on Form S-8, File No. 333-290280 and 333-279372 (collectively, the “Registration Statements”), are being filed pursuant to Rule 414(d) under the Securities Act of 1933, as amended or the Securities Act, by Adlai Nortye Group Ltd. (formerly known as Adlai Nortye Ltd.), a public company limited by shares registered under the laws of Singapore (the “Registrant” or the “Company”), which was filed with the Securities and Exchange Commission or the Commission on May 13, 2024, and September 16, 2025, respectively.

 

Effective July 29, 2026, the Company changed its jurisdiction of incorporation from the Cayman Islands to Singapore through a transaction known as a continuation pursuant to Article 171 of the Articles of Association of the Company in force at that time and registered by way of continuation as a public company limited by shares in Singapore by way of transfer of registration under Part 10A of the Companies Act 1967 (as amended) of Singapore (the “Continuation”) and changed its legal English name from “Adlai Nortye Ltd.” to “Adlai Nortye Group Ltd.”.

 

For the purposes of this Amendment and the Registration Statements, references to the “Company,” the “Registrant,” “we,” “our,” “us” and similar terms mean, as of any time prior to the Continuation, Adlai Nortye Ltd. and, as of any time after the Continuation, Adlai Nortye Group Ltd. The information contained in this Amendment sets forth additional information to reflect the Continuation. All documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the marketplace effective date of the Continuation did not reflect the change in the Company’s name, jurisdiction of incorporation or capital structure.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. Incorporation of Documents by Reference.

 

The following documents filed by the Registrant with the Commission are incorporated by reference herein:

 

a. The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 filed with the Commission on April 10, 2026;

  

b. The Registrant’s Report of Foreign Private Issuer on Form 6-K filed with the Commission on April 16, 2026, July 17, 2026, August 3, 2026, August 14, 2026, August 19, 2026, August 26, 2026 and September 8, 2026; and

 

c. The description of the Registrant’s Class A ordinary shares contained in its Registration Statement on Post-effective Amendment No. 1 to Form F-3 filed with the Commission on September 11, 2026, together with any amendments or reports filed for the purpose of updating such description.

 

All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of these Post-Effective Amendments and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into the Registration Statements and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statements to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

 

ITEM 4. Description of Securities.

 

Not applicable.

 

ITEM 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

ITEM 6. Indemnification of Directors and Officers.

 

Under Section 172 of the Companies Act 1967 of Singapore (“Singapore Companies Act”), any provision (whether in the constitution, contract with the company or otherwise) which purports to exempt or provides an indemnity for exempting or indemnifying the officers of a company (including directors) against any liability which by law would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to a company will be void. However, a company is not prohibited from: (a) as provided in Section 172A of the Singapore Companies Act, purchasing and maintaining for an officer of the company insurance against any such liability incurred by him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company; or (b) as provided in Section 172B of the Singapore Companies Act, indemnifying an officer of a company against liability incurred by an officer to a person other than the company, except when the indemnity is against (i) any liability of the officer to pay a fine in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance of any requirement of a regulatory nature (howsoever arising); or (ii) any liability incurred by the officer (A) in defending criminal proceedings in which he or she is convicted; (B) in defending civil proceedings brought by the company or a related company in which judgment is given against him or her; or (C) in connection with an application for relief under Section 76A(13) or Section 391 of the Singapore Companies Act in which the Singapore courts refuses to grant him or her relief.

 

 

Under the Singapore Companies Act, “officer” in relation to a corporation includes (a) any director or secretary of the corporation or a person employed in an executive capacity by the corporation, (b) a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument, and (c) any liquidator of a company appointed in a voluntary winding up, but does not include any receiver who is not also a manager, any receiver and manager appointed by the Singapore court, any liquidator appointed by the Singapore court or by the creditors, or a judicial manager appointed under Part 7 of the Singapore Insolvency, Restructuring and Dissolution Act 2018.

 

In any proceedings for negligence, default, breach of duty or breach of trust against an officer, Section 391 of the Singapore Companies Act gives the court the power to relieve officers either wholly or partially from the consequences of their negligence, default, breach of duty or breach of trust. In order for relief to be obtained, it must be shown that (i) the officer acted honestly; (ii) the officer acted reasonably; and (iii) having regard to all the circumstances of the case including those connected with such officer’s appointment, the officer ought fairly to be excused.

 

However, Singapore case law has indicated that relief is unlikely to be granted to an officer whose breach involved an intent to gain an improper benefit or advantage, or where there was deceit, conscious impropriety, or carelessness or imprudence that negates the performance of the duty in question.

 

Our constitution provides that, subject to the provisions of and so far as may be permitted by the Singapore Companies Act and every other legislation for the time being in force concerning companies and affecting our company, every director or other officer of the Company shall be entitled to be indemnified by it against all costs, charges, losses, expenses and liabilities incurred or to be incurred by him in the execution and discharge of his duties or in relation thereto. In addition, the Company has entered into an indemnification agreement with each of its directors and executive officers that provides for indemnification of that director and/or executive officer against certain claims that arise by reason of their status or service as a director or executive officer. The form of such indemnification agreement was filed as Exhibit 10.2 to Form F-1 Registration Statement filed with the Commission on July 27, 2023.The Company has purchased directors and officers liability insurance to cover its indemnification obligations to its directors and executive officers as well as to cover directly certain claims made against its directors and executive officers.

 

ITEM 7. Exemption from Registration Claimed.

 

Not applicable.

 

ITEM 8. Exhibits.

 

The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, these Registration Statements, as amended by these Post-Effective Amendments. (See Exhibit Index below).

 

ITEM 9. Undertakings.

 

(a)

The undersigned Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to these Registration Statements;

 

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

  

(ii)

to reflect in the prospectus any facts or events arising after the effective date of these Registration Statements (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in these Registration Statements; and

 

 

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in these Registration Statements or any material change to such information in these Registration Statements;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in these Registration Statements.

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in these Registration Statements shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

EXHIBIT INDEX

 

EXHIBIT NUMBER		DESCRIPTION
4.1		Constitution of Adlai Nortye Group Ltd. (incorporated by reference to Exhibit 99.1 filed with the Report of Foreign Private Issuer on Form 6-K on August 19, 2026
5.1*		Opinion of Rajah & Tann Singapore LLP
10.1		Adlai Nortye Ltd. 2023 Share Incentive Plan (incorporated by reference to Exhibit 10.9 filed with Form F-1 Registration Statement on July 27, 2023)
10.2		Adlai Nortye Ltd. 2025 Share Incentive Plan (incorporated by reference to Exhibit 10.1 filed with Form S-8 Registration Statement on September 16, 2025)
23.1*		Consent of Rajah & Tann Singapore LLP (included in Exhibit 5.1)
23.2*		Consent of Mazars USA LLP
23.3*		Consent of BDO China Shu Lun Pan Certified Public Accountants LLP
24.1*		Powers of Attorney (included on the signature page in Part II of this Registration Statement)

 

*	Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in Hangzhou, the People’s Republic of China, on September 11, 2026.

  

	Adlai Nortye Group Ltd.
	By:	/s/ Yang Lu
	Name:	Yang Lu
	Title:	Chief Executive Officer and Chairman of the Board of Directors

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Yang Lu as his or her true and lawful attorney-in-fact and agents, with the full power of substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statements and the Post-Effective Amendments and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments have been signed by the following persons in the capacities indicated and on September 11, 2026.

  

Signature		Capacity
/s/ Yang Lu		Chairman of the Board of Directors and Chief Executive Officer
Yang Lu		(Principal Executive Officer)
/s/ Xiaofeng (Alex) Ye		Chief Financial Officer
Xiaofeng (Alex) Ye		(Principal Financial and Accounting Officer)
/s/ Ping Ji		Director
Ping Ji
/s/ Lars Erik Birgerson		Director
Lars Erik Birgerson
/s/ Roger Sawhney		Independent Director
Roger Sawhney
/s/ Shaorong Liu		Independent Director
Shaorong Liu
/s/ Ming Lun Alan Tse		Independent Director
Ming Lun Alan Tse
/s/ Baozhong Wei		Independent Director
Baozhong Wei

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Adlai Nortye Group Ltd., has signed these Post-Effective Amendments thereto in Hangzhou, the People’s Republic of China, on September 11, 2026.

 

	Adlai Nortye USA Inc.
	By:	/s/ Yang Lu
	Name:	Yang Lu
	Title:	Chief Executive Officer and Chairman of the Board of Directors

 

 

Exhibit 5.1

 

 

The Bank of New York Mellon	Private & Confidential
240 Greenwich Street	By Email
New York, NY 10286
United States of America

 

SENDER’S REF	RECIPIENT’S REF	DATE	PAGE
AJD/YTK/356438/3	-	11 September 2026	1/6
Dear Sirs,
ADLAI NORTYE GROUP LTD. Legal Opinion

 

1.	Introduction

 

1.1	We have been requested to issue this legal opinion in respect of Adlai Nortye Group Ltd. (the “Company”) in connection with (i) its re-domiciliation from the Cayman Islands to Singapore (the “Re-domiciliation”); and (ii) the continuance of its ADS programme following the Re-domiciliation.

 

1.2	For the purposes of our opinion:

 

(a)

“ACRA” means the Accounting and Corporate Regulatory Authority of Singapore;

 

(b)

“ADS” means the American Depositary Shares, each representing three (3) Class A Ordinary Shares in the capital of the Company;

 

(c)

“Cayman Company” means Adlai Nortye Ltd., an exempted company incorporated in the Cayman Islands;

 

(d)

“Class A Ordinary Share” has the meaning given to it in the Constitution;

 

(e)

“Companies Act” means the Companies Act 1967 of Singapore;

 

(f)

“Constitution” means the constitution of the Company adopted by the Company with effect from 29 July 2026;

 

(g)

“Depositary” means The Bank of New York Mellon; and

 

(h)

“Deposit Agreement” means the deposit agreement entered into amongst the Cayman Company, the Depositary and owners and holders of ADS dated 29 September 2023.

 

 

 

 

 

2.	Documents Examined

 

2.1	For the purposes of this opinion, we have examined copies of:

 

(a)

the certificate of confirmation of registration by transfer of company dated 29 July 2026 issued by ACRA;

 

(b)

the notice of transfer of registration under section 359(3) of the Companies Act dated 29 July 2026 issued by ACRA;

 

(c)

the Constitution;

 

(d)

the certificate of de-registration of the Cayman Company dated 10 August 2026 issued by the Assistant Registrar of Companies, Cayman Islands;

 

(e)

the register of members of the Company dated 29 July 2026 (the “Register of Members”); and

 

	(f)	the Deposit Agreement,
	(collectively, the “Examined Documents”).

 

2.2

Other than the Examined Documents which we have reviewed for the purpose of this opinion, we have not reviewed any other document and we have not made any other enquiries or investigations in connection with the rendering of this opinion. Our opinion herein is accordingly subject to there not being anything contained in any document not reviewed by us that may require us to vary or amend this opinion.

 

3.

Opinion

 

Based on the assumptions in Annex A (Assumptions) hereto and subject to the qualifications set out in Annex B (Qualifications) hereto and to any matters not disclosed to us, we are of the opinion that, so far as the present laws of Singapore are concerned:

 

3.1	The Company is a company registered on 29 July 2026 by transfer of registration of the Cayman Company under Part 10A of the Companies Act and is validly existing under the laws of Singapore.

 

3.2	Pursuant to section 361(2) of the Companies Act, the transfer of registration of the Cayman Company under Part 10A of the Companies Act does not:

 

(a)

create a new legal entity;

 

(b)

prejudice or affect the identity of the body corporate constituted by the Cayman Company or its continuity as a body corporate;

 

(c)

affect the property, or rights or obligations, of the Cayman Company; or

 

(d)

render defective any legal proceedings by or against the Cayman Company,

 

and any legal proceedings that could have been continued or commenced by or against the Cayman Company before its registration may be continued or commenced by or against the Company after the registration. Accordingly, the Deposit Agreement constitutes enforceable obligations of the Company in Singapore, in accordance with the terms therein, to the extent that the Deposit Agreement is binding on the Company under the laws of the State of New York.

 

 

 

 

3.3

Pursuant to section 190(4) of the Companies Act, the register of members of a public company is prima facie evidence of any matters inserted therein as required or authorised by the Companies Act. Based on, and as at the date of, the Register of Members, the Depositary is the holder of 86,598,492 Class A Ordinary Shares (the “Deposited Shares”).

 

3.4

To the extent the Deposited Shares were immediately prior to the Re-domiciliation, duly authorised, validly allotted, issued and fully paid and were not issued in breach of any pre-emptive or similar rights, the Deposited Shares will continue to be duly authorised, validly allotted, issued and fully paid and not issued in breach of any pre-emptive or similar rights.

 

3.5	Save as provided in the Constitution of the Company or any contractual agreement entered into by the Company, there are no restrictions on the transfer of the Deposited Shares under the laws of Singapore.

 

3.6	Following the Re-domiciliation, the deposit of the Deposited Shares with the Depositary against issuance of the ADSs and the listing of the ADSs on The Nasdaq Stock Market does not conflict with or result in a breach or violation of any of the terms or provisions of:

 

(a)

its Constitution; or

 

(b)

the relevant laws of Singapore which are generally applicable to offerings of securities and to companies in Singapore, namely the Securities and Futures Act 2001 of Singapore and the Companies Act.

 

3.7

No consents, approvals, authorisations or orders are required from any governmental authorities in Singapore as a matter of Singapore laws applicable to companies generally for the deposit of the Deposited Shares with the Depositary against issuance of the ADSs and the listing of the ADSs on The Nasdaq Stock Market which have not been given or made or that are not in full force and effect.

 

3.8	As at the date of this opinion, the Company has not been designated as a “designated entity” under the Significant Investments Review Act 2024 of Singapore.

 

3.9	As at the date of this opinion, the Company has not been declared by notification in the Republic of Singapore Government Gazette to be a company for the purposes of Division 4 of Part 4 of the Companies Act.

 

4.	Conclusion

 

4.1	This opinion is given for the sole benefit of the persons to whom it is addressed.

 

4.2	This opinion may not, without our prior written consent, be:

 

(a)

filed with any government agency or quoted or referred to in a public document; or

 

(b)

disclosed to anyone else,

 

except that it may be disclosed on a need-to-know basis:

 

(i)

if required by law, regulation or by any regulator or in accordance with an official directive; or

 

(ii)

in connection with any litigation or proposed litigation in relation to the Re-domiciliation, provided that such persons to whom this opinion was disclosed pursuant to this paragraph 4.2(b) may not rely on it and no such person may provide a copy of this opinion to any other person.

 

 

 

 

4.3

For the avoidance of doubt, we do not assume responsibility for updating this opinion as of any date subsequent to the date of this opinion, and assume no responsibility for advising you of any changes with respect to any matters described in this opinion that may occur subsequent to the date of this opinion or from the discovery subsequent to the date of this opinion of information not previously known to us pertaining to the events occurring on or prior to the date of this opinion.

 

4.4	This opinion is strictly limited to the matters stated in it and does not apply by implication to other matters.

 

4.5

This opinion is given only in respect of the laws of Singapore which are in force on the date of this opinion and this opinion is to be governed and interpreted in accordance with such laws and the courts of Singapore have exclusive jurisdiction to settle any dispute or claim arising out of or in connection herewith (including any non-contractual disputes or claims).

 

Yours faithfully,

 

/s/ RAJAH & TANN SINGAPORE LLP

 

RAJAH & TANN SINGAPORE LLP

Abdul Jabbar

Deputy Managing Partner

 

T 6232 0645

E abdul.jabbar@rajahtann.com

 

 

 

 

Annex A

 

Assumptions

 

1.	For the purpose of giving this opinion, we have assumed (without making any investigation) the following:

 

(a)

the Deposit Agreement (i) is within the respective capacities and powers of and has been duly authorised by each of the parties thereto; (ii) is validly executed and duly delivered by each party thereto; and (iii) is legal, valid, binding and enforceable in accordance with its respective terms under all relevant laws;

 

(b)

all consents, approvals, authorisations or orders required of the Cayman Company under the Deposit Agreement for the Re-domiciliation have been obtained and are in full force and effect;

 

(c)

all consents, approvals, authorisations or orders required of the Cayman Company from any governmental authorities for the deposit of the Deposited Shares with the Depositary against issuance of the ADSs and the listing of the ADSs on The Nasdaq Stock Market prior to the Re-domiciliation have been obtained and are in full force and effect;

 

(d)

there are no provisions of the laws of any jurisdiction outside of Singapore which would have any implication for the opinions we express, and insofar as the laws of any jurisdiction outside of Singapore may be relevant, such laws have been or will be complied with;

 

(e)

all documents submitted to us in electronic form or via facsimile transmission or as photocopies or other copies of originals conform to the originals and all such originals are authentic and complete; and

 

(f)

the statutory registers submitted to us for examination are true, complete and up-to-date copies.

 

2.	The making of the above assumptions does not imply that we have made any enquiry to verify any assumption (other than as expressly stated in this opinion). No assumption specified above is limited by reference to any other assumption.

 

 

 

 

Annex B

 

Qualifications

 

This opinion is subject to the following qualifications:

 

1.	We have made no investigation into, and do not express or imply any views on, the laws of any country other than Singapore.

 

2.

Except as may be expressly described herein, we have not undertaken any independent investigation or inquiry whatsoever to determine the existence or absence of any facts and no inference as to our knowledge of the existence or absence of such facts should be drawn from our serving as counsel in giving this opinion.

 

3.	No qualification specified above or any other part of this opinion is limited by reference to any other qualification.

 

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statements of Adlai Nortye Group Ltd. (formerly known as Adlai Nortye Ltd.) on Form S-8 (File No. 333-290280) and Form S-8 (File No. 333-279372) of our report dated April 19, 2024, on the consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows of Adlai Nortye Group Ltd. for the year ended December 31, 2023, which appears in the Annual Report on Form 20-F of Adlai Nortye Group Ltd. for the year ended December 31, 2025.

 

/s/ Mazars USA LLP

 

New York, New York

September 11, 2026

 

Exhibit 23.3

 

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in the Post-Effective Amendment No.1 to Registration Statement on Form S-8 (No. 333-279372 and No. 333-290280) of Adlai Nortye Group Ltd. (formerly known as “Adlai Nortye Ltd.”) of our report dated April 10, 2026, relating to the consolidated financial statements of Adlai Nortye Group Ltd. (the Company), which appear in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025.

 

/s/ BDO China Shu Lun Pan Certified Public Accountants LLP

 

Shanghai, The People’s Republic of China

 

September 11, 2026