SEC Comment Letter 0000000000-23-006937 to Adlai Nortye Ltd. (ANL)
Adlai Nortye Ltd.
Date: June 29, 2023 · CIK: 0001944552 · Accession: 0000000000-23-006937
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United States securities and exchange commission logo June 29, 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. 4 to Draft Registration Statement on Form F-1 Submitted June 22, 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. 4 to Draft Registration Statement on Form F-1 Conventions that apply to this prospectus, page 14 1.We note your response to our prior comment 1 and the related revisions to the above referenced section of the prospectus. However, we reissue the comment as your disclosure continues to exclude Hong Kong and Macau from the discussion of legal and operational risks. Please revise your disclosure either here or elsewhere, as appropriate, to clarify that the legal and operational risks associated with operating in China also apply to any operations in Hong Kong and/or Macau.
FirstName LastNameVicky Zhang Comapany NameAdlai Nortye Ltd. June 29, 2023 Page 2 FirstName LastName Vicky Zhang Adlai Nortye Ltd. June 29, 2023 Page 2 Management's Discussion and Analysis of Financial Condition and Results of Operations, page Results of Operations, page 97 2.Please revise to address herein in reasonably sufficient detail why Fair value (loss)/gain on financial liabilities at FVTPL is nil for the three months ended March 31, 2023 and 2022. In this regard, we note the balance of Financial liabilities at FVTPL in the March 31, 2023 balance sheet has not changed since December 31, 2022. 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
June 29, 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. 4 to Draft Registration Statement on Form F-1
Submitted June 22, 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. 4 to Draft Registration Statement on Form F-1
Conventions that apply to this prospectus, page 14
1.We note your response to our prior comment 1 and the related revisions to the above
referenced section of the prospectus. However, we reissue the comment as your disclosure
continues to exclude Hong Kong and Macau from the discussion of legal and operational
risks. Please revise your disclosure either here or elsewhere, as appropriate, to clarify that
the legal and operational risks associated with operating in China also apply to any
operations in Hong Kong and/or Macau.
FirstName LastNameVicky Zhang
Comapany NameAdlai Nortye Ltd.
June 29, 2023 Page 2
FirstName LastName
Vicky Zhang
Adlai Nortye Ltd.
June 29, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
93
Results of Operations, page 97
2.Please revise to address herein in reasonably sufficient detail why Fair value (loss)/gain on
financial liabilities at FVTPL is nil for the three months ended March 31, 2023 and 2022.
In this regard, we note the balance of Financial liabilities at FVTPL in the March 31, 2023
balance sheet has not changed since December 31, 2022.
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