SEC Comment Letter 0000000000-23-004320 to Adlai Nortye Ltd. (ANL)
Adlai Nortye Ltd.
Date: April 27, 2023 · CIK: 0001944552 · Accession: 0000000000-23-004320
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo April 27, 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. 2 to Draft Registration Statement on Form F-1 Submitted April 14, 2023 CIK No. 0001944552 Dear Vicky Zhang: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No 2 to Draft Registration Statement on Form F-1 Prospectus Summary Our strengths, page 4 1.We note your response to our prior comment 6, including your disclosure of the “most frequent SAEs”, and re-issue. Please revise your disclosure to specify all SAEs observed. Recent PRC regulatory developments, page 8 2.We note your disclosure on page 9, and elsewhere, regarding the release of the CSRC's Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (“Trial Measures”), which took effect on March 31, 2023. Please disclose
FirstName LastNameVicky Zhang Comapany NameAdlai Nortye Ltd. April 27, 2023 Page 2 FirstName LastName Vicky Zhang Adlai Nortye Ltd. April 27, 2023 Page 2 how, if at all, the Trial Measures apply to this transaction, whether you and relevant parties to this transaction have complied with your obligations under the Trial Measures, and the risks to investors of non-compliance. Conventions that apply to this prospectus, page 14 3.We note your response to our prior comment 7 and the related revisions to the definition of "China" or the "PRC" on page 14. Although the revision addresses the issue of operational risks, it continues to carve Hong Kong and Macau out of the legal risks applicable to operating in the PRC. Please further revise this definition and clarify your statements on the cover page and page 6 accordingly. 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, Division of Corporation Finance Office of Life Sciences cc: Ke Geng
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United States securities and exchange commission logo
April 27, 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. 2 to Draft Registration Statement on Form F-1
Submitted April 14, 2023
CIK No. 0001944552
Dear Vicky Zhang:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No 2 to Draft Registration Statement on Form F-1
Prospectus Summary
Our strengths, page 4
1.We note your response to our prior comment 6, including your disclosure of the “most
frequent SAEs”, and re-issue. Please revise your disclosure to specify all SAEs observed.
Recent PRC regulatory developments, page 8
2.We note your disclosure on page 9, and elsewhere, regarding the release of the CSRC's
Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic
Companies (“Trial Measures”), which took effect on March 31, 2023. Please disclose
FirstName LastNameVicky Zhang
Comapany NameAdlai Nortye Ltd.
April 27, 2023 Page 2
FirstName LastName
Vicky Zhang
Adlai Nortye Ltd.
April 27, 2023
Page 2
how, if at all, the Trial Measures apply to this transaction, whether you and relevant
parties to this transaction have complied with your obligations under the Trial Measures,
and the risks to investors of non-compliance.
Conventions that apply to this prospectus, page 14
3.We note your response to our prior comment 7 and the related revisions to the definition
of "China" or the "PRC" on page 14. Although the revision addresses the issue of
operational risks, it continues to carve Hong Kong and Macau out of the legal risks
applicable to operating in the PRC. Please further revise this definition and clarify your
statements on the cover page and page 6 accordingly.
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,
Division of Corporation Finance
Office of Life Sciences
cc: Ke Geng