SecProbe.io

CORRESP
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 Adlai Nortye Ltd. 

 c/o PO Box 309 

 Ugland House 

 Grand Cayman KY1-1104 

 Cayman Islands 

 

 VIA EDGAR 

 

 U.S. Securities and Exchange Commission 

 Division of Corporation Finance 

 Office of Life Sciences 

 100 F Street, NE 

 Washington, D.C., 20549 

 

 April 24, 2026 

 

 
 
 Re: 
 Adlai Nortye Ltd. 
 
 
 Registration Statement on Form F-3, as amended 
 
 
 Initially Filed March 10, 2026 
 
 
 File No. 333-294173 
 
 

 Ladies and Gentlemen: 

 

 In accordance with Rule 461 under the Securities
Act of 1933, as amended, Adlai Nortye Ltd. hereby requests acceleration of effectiveness of the above referenced Registration Statement
on Form F-3, as amended, so that it will become effective at 9:30 a.m. ET April 28, 2026, or as soon as thereafter practicable. 

 

 
 
 
 Very truly yours, 
 
 
 
 
 
 /s/ Yang Lu 
 
 
 Name: 
 Yang Lu 
 
 
 Title: 
 Chief Executive Officer and Chairman of Board of Directors

March 10, 2026
Yang Lu
Chief Executive Officer
Adlai Nortye Ltd.
c/o PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re:Adlai Nortye Ltd.
Registration Statement on Form F-3
Filed March 10, 2026
File No. 333-294173
Dear Yang Lu:
            This is to advise you that we have not reviewed and will not review your registration 
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you 
that the company and its management are responsible for the accuracy and adequacy of their 
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Yu Wang, Esq.

February 27, 2025
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.
Form 20-F for Fiscal Year Ended December 31, 2023
File No. 001-41773
Dear Vicky Zhang:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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Adlai Nortye Ltd.

January 27, 2025

VIA EDGAR

Ms. Lynn Dicker

Mr. Kevin Kuhar

Ms. Lauren Sprague Hamill

Mr. Alan Campbell

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

 Re: Adlai
Nortye Ltd.

Form 20-F for the Fiscal Year Ended December 31, 2023

Correspondence from the SEC on December 18, 2024

File No. 001-41773

Dear Ms. Lynn Dicker, Mr. Kevin Kuhar, Ms. Lauren Sprague Hamill and
Mr. Alan Campbell:

Adlai Nortye Ltd. (the “Company”,
“we”, “us” or “our”) hereby transmits its response to the letter received from
the staff (the “Staff”) of the Securities and Exchange Commission dated December 18, 2024, regarding the Company’s
annual report on Form 20-F for the fiscal year ended December 31, 2023. For ease of reference, we have repeated the Staff’s comments
in this response letter and numbered them accordingly.

Annual Report on Form 20-F for the Fiscal Year Ended December
31, 2023

Item 3D. Risk Factors

Summary of Risk Factors, page 5

 1. In future filings, in your summary of risk factors, please
disclose with greater specificity the significant regulatory, liquidity and enforcement risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors. In particular, describe:

 ● Risks
and uncertainties arising from the legal system in China, including that rules and regulations in China can change quickly with little
advance notice; and

 ● The
risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted
overseas and/or foreign investment in China based issuers, which could result in a material change in your operations and/or the value
of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly
decline or be worthless.

Response:
We respectfully acknowledge the Staff’s comment. The Company will disclose with greater specificity in relation to the significant
regulatory, liquidity and enforcement risks that our corporate structure and being based in or having the majority of the our operations
in China poses to investors, in particular, to disclose the risks arising from the legal system in China, including that rules and regulations
in China can change quickly with little advance notice; to disclose the risk that the Chinese government may intervene or influence our
operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,
which could result in a material change in our operations and/or the value of our securities that we registered for sales; and to acknowledge
any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities
to investors and cause the value of our securities to significantly decline or be worthless in future filings, commencing with the Company’s
annual report on Form 20-F for the fiscal year ended December 31, 2024.

Item 5. Operating and Financial Review and Prospects

Research and development expenses, page 133

 2. We
note from the pipeline table on page 70 that you have three clinical stage drug product candidates, AN2025, AN0025 and AN4005. Please
revise future filings to disclose the costs incurred during each period presented for each of your key research and development product
candidates. If you do not track your research and development costs by project, disclose that fact and explain why you do not maintain
and evaluate research and development costs by project. Also, revise to provide other quantitative and qualitative disclosures that give
more transparency as to the type of research and development expenses incurred (i.e. by nature or type of expense) which should reconcile
to total research and development expenses on your Statements of Operations.

Response:
We respectfully acknowledge the Staff’s comment. The Company will revise to disclose the costs incurred during each clinical
stage presented for each of our key research and development product candidates, i.e. AN2025, AN0025 and AN4005, by project and by nature;
and to provide other quantitative and qualitative disclosures that give more transparency as to the type of research and development expenses
that we have incurred in future filings, commencing with the Company’s annual report on Form 20-F for the fiscal year ended December
31, 2024.

Index to Consolidated Financial Statements, page F-1

 3. We
note that you have only provided two years of audited financial statements under Item 18 of Form 20-F. Please tell us how this presentation
is in accordance with Item 8.A.2 of Form 20-F and its related Instructions.

Response:
We respectfully acknowledge the Staff’s comment. The Company will arrange for the auditor to issue a revised audit report and include
the audited financial statements for the fiscal year ended December 31, 2021 and file an amended Form 20-F.

General

 4. We note the changes made to your disclosure appearing in
Item 3. Key Information and Item 3D. 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 prior review
of your registration statement on Form F-1 that was declared effective by the SEC on September 28, 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 material change in your operations and/or the value of your
securities. 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
risks and uncertainties regarding the interpretation and enforcement of PRC rules and regulations, which can change quickly with little
advance notice. We do not believe that your revised disclosure regarding the PRC government’s “intent to strengthen its regulatory
oversight” or efforts with respect to the “process of perfecting” the legal system adequately conveys the same risks. In
future filings, please restore your disclosures in these areas to the disclosures as they existed your registration statement on Form
F-1 declared effective on September 28, 2023. As examples, and without limitation, we note that your disclosure in your Annual Report
on Form 20-F does not contain clear disclosure that (i) in recent statements, the Chinese government has indicated an intent to exert
more oversight and control over offerings that are conducted overseas; (ii) the PRC government has significant oversight and discretion
over the conduct of your business and may intervene in, exert control over, or influence your operations at any time with little or no
advance notice, which could result in a material change in your operations and/or the value of your securities; and (iii) uncertainties
in the PRC legal system with respect to the implementation and interpretation of rules and regulations, including the possibility of changes
thereto with little advance notice, may create material risks to the company and its securityholders, including the risk of protracted
legal proceedings and substantial related costs.

Response:
We respectfully acknowledge the Staff’s comment. The Company will restore the disclosure relating to legal and operational
risks associated with operating in China and PRC regulations as they existed in our registration statement on Form F-1 declared effective
on September 28, 2023, and to include clear disclosure in connection with that (i) in recent statements, the Chinese government has indicated
an intent to exert more oversight and control over offerings that are conducted overseas; (ii) the PRC government has significant oversight
and discretion over the conduct of our business and may intervene in, exert control over, or influence our operations at any time with
little or no advance notice, which could result in a material change in our operations and/or the value of our securities; and (iii) uncertainties
in the PRC legal system with respect to the implementation and interpretation of rules and regulations, including the possibility of changes
thereto with little advance notice, may create material risks to our Company and our securityholders, including the risk of protracted
legal proceedings and substantial related costs, following Sample Letters’ guidance, in future filings, commencing with the Company’s
annual report on Form 20-F for the fiscal year ended December 31, 2024.

* * *

    2

We thank the Staff for
its review of the foregoing. If you have questions or further comments, please contact our U.S. legal counsel, Yu Wang, at (+852) 6386
1503 or wangyu@hankunlaw.com.

    Very truly yours,

    /s/ Yang Lu

    Yang Lu

    Chief Executive Officer

3

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Adlai Nortye Ltd.

January 2, 2025

VIA EDGAR

Ms. Lynn Dicker

Mr. Kevin Kuhar

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:
    Adlai Nortye Ltd.

    Form 20-F for Fiscal Year Ended December 31, 2023

    File No. 001-41773

Dear Ms. Lynn Dicker and Mr. Kevin Kuhar:

Adlai Nortye Ltd. (the
“Company”) confirms receipt of the letter from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) dated December 18, 2024, regarding the Company’s annual report on Form F-20 for
the fiscal year ended December 31, 2023 filed on April 19, 2024. The Company is actively preparing a reply letter in response to the Staff’s
comments. To better address the Staff’s comments with the proposed edits and further improve the quality of our disclosure, we respectfully
submits to the Staff to request an extension until January 24, 2025 to submit our response to the Staff’s comments.

If you have any further questions or comments,
please do not hesitate to contact our U.S. legal counsel, Yu Wang, at (+852) 6386 1503 or wangyu@hankunlaw.com.

    Sincerely,

    /s/ Yang Lu

    Yang Lu

    Chief Executive Officer

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O’Melveny & Myers LLP

 Yin Tai Centre, Office Tower

37th Floor

 No.2 Jianguomenwai Avenue

 Beijing 100022

 People’s Republic of China
T: +86 10 6563 4200

F: +86 10 6563 4201

 omm.com

September 27, 2023

CONFIDENTIAL

Ms. Jenn Do

Ms. Angela Connell

Mr. Jimmy McNamara

Ms. Laura Crotty

Division of Corporation Finance

Life Sciences

United States Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Adlai Nortye Ltd.

File No. 333-273465

Response to the Staff’s Comment Letter Dated September 20, 2023

Dear
Ms. Do, Ms. Connell, Mr. McNamara, and Ms. Crotty:

On
behalf of our client, Adlai Nortye Ltd., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated September 20,
2023 on the Company’s Amendment No. 3 to registration statement on Form F-1 submitted on September 12, 2023
(the “Amended Registration Statement”).

Concurrently with the submission
of this letter, the Company is filing Amendment No. 4 to its registration statement on Form F-1 (the “Further Amended
Registration Statement”) via EDGAR to the Commission for review. The changes reflected in the Further Amended Registration Statement
include those made in response to the comments of the Staff set forth in the Staff’s letter of September 20, 2023.

The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. We have included page references in the Further Amended
Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Further Amended Registration Statement.

Amendment No. 4 to Registration Statement
on Form F-1

June 30, 2023 Financial Statements

15. Financial Liabilities at FVTPL, page F-84

1. It appears that the dates by which a Qualified IPO must occur as defined on page F-85 have now
passed. Please clarify or confirm and revise your document to address as/if applicable. If so, also revise to disclose: i) whether the
holders of your various series of preferred shares intend to either convert into ordinary shares or require the Company to redeem such
preferred shares, if known; and ii) the expected financial statement implications of such potential conversion and/or redemption subsequent
to June 30, 2023.

Austin • Century City • Dallas •
Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong •
London • Seoul • Shanghai • Singapore • Tokyo

    1

In
response to the Staff’s comment, the Company respectfully advises the Staff that, according to the Amended and Restated
Shareholders Agreement of Adlai Nortye Ltd. dated April 15, 2021(the “SHA”), the Series B investors,
Series C investors and Series D investors of the Company (collectively, the “Preferred Share
Holders”) shall be entitled to require the Company to redeem all or a portion of the outstanding preferred shares held by
them if the Company fails to complete a Qualified IPO at the earlier of (a) September 7, 2023; and (b) two years
after the date of closing of the series D preferred shares. Given that these deadlines have lapsed, the Preferred Share
Holders now may request the redemption of some or all of their preferred shares.

Because under the SHA all redemption rights related to our Series B, C and D preferred shares terminate upon the completion of this initial
public offering, and all preferred shares automatically convert to class A ordinary shares immediately prior to the completion of the
initial public offering, any and all risks to the Company related to such redemption rights also terminate upon the completion of the
Company's initial public offering. As of the date of this registration statement, we have not received any redemption requests from the
Preferred Share Holders. Further, as of September 27, 2023, all Preferred Shareholders confirmed that they do not intend to declare
or exercise their redemption rights regarding the Group's preferred shares before the completion of this initial public offering. Accordingly,
the Company believes that none of its Series B, C or D preferred shares will be redeemed and there will be no negative effect on the Company's
financial statements, financial condition or future operations. That said, the Company acknowledges the Staff's comment and has revised
its risk factor disclosures on page 52 and other relevant disclosures on pages F-87 and F-98 of the Further Amended Registration Statement
to address risks associated with any redemption of Series B, C or D preferred shares accordingly.

*                                      *                                       *

Austin • Century City • Dallas •
Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong •
London • Seoul • Shanghai • Singapore • Tokyo

    2

If
you have any questions regarding the Further Amended Registration Statement, please contact the undersigned at +86 13910939617 / +86 10
6563 4261 / kgeng@omm.com, Vincent Lin of O’Melveny & Myers LLP at +86 13601656082 / +86 21 2307 7068 / vlin@omm.com, or
Howard Leung, partner at Mazars USA LLP, at (347) 831-1871 / howard.leung@mazarsusa.com. Mazars USA LLP is the independent registered
public accounting firm of the Company.

    Very truly yours,

    /s/ Ke Geng

    Ke Geng

Enclosures

    cc:

    Yang Lu, Director, Chief Executive Officer, Chairman of the Board of
    the Company

    Lars Erik Birgerson, President, Chief Medical Officer of the Company

    Wei Zhang, Chief Financial Officer of the Company

    Ke Geng, Esq., Partner, O’Melveny & Myers LLP

    Allen C. Wang, Esq., Partner, Latham & Watkins LLP

Austin • Century City • Dallas •
Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong •
London • Seoul • Shanghai • Singapore • Tokyo

    3

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Cantor Fitzgerald & Co.

110 East 59th Street

New York, NY 10022

VIA EDGAR

September 27, 2023

Division of Corporation Finance

Life Sciences

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Ms. Jenn Do

Ms. Angela Connell

Mr. Jimmy McNamara

Ms. Laura Crotty

Re:         Adlai
Nortye Ltd. (the “Company”) (CIK No. 0001944552)

Registration Statement on Form F-1, as amended (Registration
No. 333-273465)

Registration Statement on Form 8-A (Registration
No. 001-41773)

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby joins the Company’s request for
acceleration of the above-referenced Registration Statements, requesting effectiveness for 4:00 p.m., Eastern Time on September 28, 2023,
or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated
under the Securities Act of 1933, as amended, we wish to advise you that  through the date hereof, approximately
500 copies of the preliminary prospectus of the Company dated September 27, 2023 were distributed to prospective underwriters, dealers,
institutional investors and others.

We have been advised by the prospective underwriters that they have
complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

    Very truly yours,

    As the representative of the prospective underwriters

    CANTOR FITZGERALD & CO.

    By:
    /s/ Sage Kelly

    Name: Sage Kelly

    Title:   Managing Director, Head of Investment Banking

[Underwriters Acceleration Request]

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VIA EDGAR

Ms. Jenn Do

Ms. Angela Connell

Mr. Jimmy McNamara

Ms. Laura Crotty

Division of Corporation Finance

Life Sciences

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Adlai Nortye Ltd. (CIK NO.0001944552)

    Registration Statement on Form F-1 (File
    No.333-273465)

    Registration Statement on Form 8-A (File
    No.001-41773)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”)
promulgated under the Securities Act of 1933, as amended, Adlai Nortye Ltd. (the “Company”) hereby requests that the
effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be
accelerated to, and that the F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on September 28, 2023, or as soon
thereafter as practicable.

The Company also requests that the Registration
Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing Class A
ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement,
together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive
officer of the Company or by any attorney from the Company’s U.S. counsel, O’Melveny & Myers LLP.

The Company understands that the representatives
of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed
with Securities and Exchange Commission (the “Commission”) today.

The Company hereby acknowledges the following:

 · should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

[Signature page follows]

September 27, 2023

    Very truly yours,

    Adlai Nortye Ltd.

    By:
    /s/
YANG LU

    Name:
    Yang Lu

    Title:
    Chief Executive Officer, Chairman of Board of Directors

    [Signature Page to Issuer Acceleration Request]

United States securities and exchange commission logo
September 20, 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. 3 to Registration Statement on Form F-1
Filed September 12, 2023
File No. 333-273465
Dear Vicky Zhang:
            We have reviewed your amended registration statement and have the following
comment.  In our 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 August 16, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1
June 30, 2023 Financial Statements
15. Financial Liabilities at FVTPL, page F-84
1.It appears that the dates by which a Qualified IPO must occur as defined on page F-85
have now passed. Please clarify or confirm and revise your document to address as/if
applicable. If so, also revise to disclose: i) whether the holders of your various series of
preferred shares intend to either convert into ordinary shares or require the Company to
redeem such preferred shares, if known; and ii) the expected financial statement
implications of such potential conversion and/or redemption subsequent to June 30, 2023.

 FirstName LastNameVicky Zhang
 Comapany NameAdlai Nortye Ltd.
 September 20, 2023 Page 2
 FirstName LastName
Vicky Zhang
Adlai Nortye Ltd.
September 20, 2023
Page 2
            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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    O’Melveny & Myers LLP

    Yin Tai Centre, Office Tower

    37th Floor

    No.2 Jianguomenwai Avenue

    Beijing 100022

    People’s Republic of China

    T: +86 10 6563
    4200

    F: +86 10 6563
    4201

    omm.com

September 12, 2023

CONFIDENTIAL

Ms. Jenn Do

Ms. Angela Connell

Mr. Jimmy McNamara

Ms. Laura Crotty

Division of Corporation Finance

Life Sciences

United States Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Adlai Nortye Ltd.

File No. 333-273465

Response to the Staff’s Comment Letter Dated August 16, 2023

Dear Ms. Do, Ms. Connell, Mr. McNamara, and Ms. Crotty:

On behalf of our client, Adlai
Nortye Ltd., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated August 16, 2023 on the Company’s
Amendment No. 1 to registration statement on Form F-1 submitted on August 10, 2023 (the “Amended Registration Statement”).

Concurrently with the submission
of this letter, the Company is filing Amendment No. 3 to its registration statement on Form F-1 (the “Further Amended Registration
Statement”) via EDGAR to the Commission for review. The changes reflected in the Further Amended Registration Statement include
those made in response to the comments of the Staff set forth in the Staff’s letter of August 16, 2023. In addition, we would like to inform the Staff that the Company has updated its financial statements to reflect data up to the period
ended June 30, 2023.

The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. We have included page references in the Further Amended
Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Further Amended Registration Statement.

    Austin • Century City • Dallas • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC
 Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo

1

Amendment No. 3 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 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

In response to the
Staff’s comment, the Company has fully restored most of its disclosures on the cover page, Summary and Risk Factor sections
relating to legal and operational risks associated with operating in China and PRC regulations as they existed in the registration
statement as of July 27, 2023, except for certain disclosures on the cover page, on pages 6-7 of the Summary section, and on pages
56, and 66-67  of the Risk Factor section.

The Company respectfully submits that the revisions have been made following Sample Letters' guidance and have reflected the risks as
a company has substantial business operations in China.

  *
  *
  *

    Austin • Century City • Dallas • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC
 Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo

2

If you have any questions
regarding the Further Amended Registration Statement, please contact the undersigned at +86 13910939617 / +86 10 6563 4261 / kgeng@omm.com,
Vincent Lin of O’Melveny & Myers LLP at +86 13601656082 / +86 21 2307 7068 / vlin@omm.com, or Howard Leung, partner at Mazars
USA LLP, at (347) 831-1871 / howard.leung@mazarsusa.com. Mazars USA LLP is the independent registered public accounting firm of the Company.

    Very truly yours,

    /s/ Ke Geng

    Ke Geng

Enclosures

    cc:

    Yang Lu, Director, Chief Executive Officer, Chairman of the Board of
    the Company

    Lars Erik Birgerson, President, Chief Medical Officer of the Company

    Wei Zhang, Chief Financial Officer of the Company

    Ke Geng, Esq., Partner, O’Melveny & Myers LLP

    Allen C. Wang, Esq., Partner, Latham & Watkins LLP

    Austin • Century City • Dallas • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC
 Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo

3

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

 FirstName LastNameVicky Zhang
 Comapany NameAdlai Nortye Ltd.
 August 16, 2023 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Life Sciences
cc:       Ke Geng

CORRESP
1
filename1.htm

    O’Melveny & Myers LLP

    Yin Tai Centre, Office Tower

    37th Floor

    No.2 Jianguomenwai Avenue

    Beijing 100022

    People’s Republic of China

    T: +86 10 6563
    4200

    F: +86 10 6563
    4201

    omm.com

August 14, 2023

CONFIDENTIAL

Ms. Jenn Do

Ms. Angela Connell

Mr. Jimmy McNamara

Ms. Laura Crotty

Division of Corporation Finance

Life Sciences

United States Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Adlai Nortye Ltd.

CIK No. 0001944552

Registration Statement on Form F-1 (File No. 333-273465)

Dear Ms. Do, Ms. Connell, Mr.
McNamara, and Ms. Crotty:

On behalf of our client, Adlai
Nortye Ltd., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing
herewith Amendment No. 2 to the Company’s registration statement on Form F-1 (the “Registration Statement”) containing
exhibit 1.1 – the form of underwriting agreement via EDGAR with the Securities and Exchange Commission (the “Commission”).

*                                             *                                              *

Austin • Century City • Dallas •
Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong •
London • Seoul • Shanghai • Singapore • Tokyo

    1

If
you have any questions regarding the Revised Registration Statement, please contact the undersigned at +86 13910939617 / +86 10 6563 4261
/ kgeng@omm.com, Vincent Lin of O’Melveny & Myers LLP at +86 13601656082 / +86 21 2307 7068 / vlin@omm.com, or Howard
Leung, partner at Mazars USA LLP, at (347) 831-1871 / howard.leung@mazarsusa.com. Mazars USA LLP is the independent registered public
accounting firm of the Company.

    Very truly yours,

    /s/ Ke Geng

    Ke Geng

Enclosures

    cc:

    Yang Lu, Director, Chief Executive Officer, Chairman of the Board of
    the Company

    Lars Erik Birgerson, President, Chief Medical Officer of the Company

    Wei Zhang, Chief Financial Officer of the Company

    Ke Geng, Esq., Partner, O’Melveny & Myers LLP

    Allen C. Wang, Esq., Partner, Latham & Watkins LLP

Austin • Century City • Dallas •
Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong •
London • Seoul • Shanghai • Singapore • Tokyo

    2

CORRESP
1
filename1.htm

    O’Melveny & Myers LLP
    T: +86 10 6563 4200

    Yin Tai Centre, Office Tower
    F: +86 10 6563 4201

    37th Floor
    omm.com

    No.2 Jianguomenwai Avenue

    Beijing 100022

    People’s Republic of China

August 10, 2023

CONFIDENTIAL

Ms. Jenn Do

Ms. Angela Connell

Mr. Jimmy McNamara

Ms. Laura Crotty

Division of Corporation Finance

Life Sciences

United States Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Adlai Nortye Ltd.

CIK No. 0001944552

Registration Statement on Form F-1 (File No. 333-273465)

Dear
Ms. Do, Ms. Connell, Mr. McNamara, and Ms. Crotty:

On behalf of our client, Adlai
Nortye Ltd., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing
herewith Amendment No. 1 to the Company’s registration statement on Form F-1 (the “Registration Statement”)
containing a preliminary prospectus with an estimated price range and certain exhibits via EDGAR with the Securities and Exchange Commission
(the “Commission”).

Furthermore, in compliance
with the filing procedures mandated by the China Securities Regulatory Commission (“CSRC”), the Company has amended
the necessary disclosures. The CSRC published a notification regarding the successful completion of the required filing procedures for
this offering on August 7, 2023.

The Company respectfully advises
the staff of the Commission (the “Staff”) that the Company plans to commence the road show for the proposed offering
shortly hereafter, and request that the Staff declare the effectiveness of the Registration Statement on or before August 17, 2023.
The Company, together with the underwriters, will file joint acceleration requests in time before the requested effective time. The Company
would greatly appreciate the Staff’s continuing assistance and support to the Company in meeting the proposed timetable for the
offering.

*                                                                *                                                              *

Austin • Century
City • Dallas • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington,
DC

Beijing • Brussels
 • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo

    1

If
you have any questions regarding the Registration Statement, please contact the undersigned at +86 13910939617 / +86 10 6563 4261
/ kgeng@omm.com, Vincent Lin of O’Melveny & Myers LLP at +86 13601656082 / +86 21 2307 7068 / vlin@omm.com, or Howard
Leung, partner at Mazars USA LLP, at (347) 831-1871 / howard.leung@mazarsusa.com. Mazars USA LLP is the independent registered public
accounting firm of the Company.

    Very truly yours,

    /s/ Ke Geng

    Ke Geng

Enclosures

    cc:

    Yang Lu, Director, Chief Executive Officer, Chairman of the Board of
    the Company

    Lars Erik Birgerson, President, Chief Medical Officer of the Company

    Wei Zhang, Chief Financial Officer of the Company

    Ke Geng, Esq., Partner, O’Melveny & Myers LLP

    Allen C. Wang, Esq., Partner, Latham & Watkins LLP

Austin • Century
City • Dallas • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington,
DC

Beijing • Brussels
 • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo

    2

CORRESP
1
filename1.htm

    O’Melveny & Myers LLP

    Yin Tai Centre, Office Tower

    37th Floor

    No.2 Jianguomenwai Avenue

    Beijing 100022

    People’s Republic of China

    T: +86 10 6563
    4200

    F: +86 10 6563
    4201

    omm.com

July 27, 2023

CONFIDENTIAL

Ms. Jenn Do

Ms. Angela Connell

Mr. Jimmy McNamara

Ms. Laura Crotty

Division of Corporation Finance

Life Sciences

United States Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Adlai Nortye Ltd.

CIK No. 0001944552

Response to the Staff’s Comment Letter Dated June 29, 2023

Dear Ms. Do, Ms. Connell, Mr. McNamara, and Ms. Crotty:

On behalf of our client, Adlai
Nortye Ltd., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 29, 2023 on the Company’s
draft registration statement on Form F-1 confidentially submitted on June 22, 2023 (the “Draft Registration Statement”).

Concurrently with the submission
of this letter, the Company is publicly filing its revised registration statement on Form F-1 (the “Revised Registration Statement”)
via EDGAR to the Commission for review. The changes reflected in the Revised Registration Statement include those made in response to
the comments of the Staff set forth in the Staff’s letter of June 29, 2023.

The Staff’s comments
are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Revised Registration Statement.

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.

In response to the Staff’s
comment, the Company respectfully advises the Staff that it intends to enhance its disclosure on Page 6 and Page 64 of the Revised Draft
Registration Statement, as follows:

“The operational risks
associated with being based in and having operations in China also apply to operations in Hong Kong and Macau. With respect to the legal
risks associated with being based in and having operations in China, the laws, regulations and discretion of the governmental authorities
in China discussed in this prospectus are expected to apply to entities and businesses in mainland China, rather than to entities or businesses
in Hong Kong and Macau which operate under different sets of laws from those of mainland China.”

Austin • Century City • Dallas •
Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong •
London • Seoul • Shanghai • Singapore • Tokyo

    1

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.

The Company respectfully submits
that the fair value of FVTPL was influenced by the total equity value of the Group. The Group’s management expected that there would
be no significant changes in the Group’s total equity value between December 31, 2021 and March 31, 2022, as well as between December
31, 2022, and March 31, 2023. This expectation was based on the following reasons:

 a. The Group did not engage in any significant investing and financing activities
during the specified periods;

 b. No major milestones were reached in the Group’s drug development process
during the specified periods; and

 c. There were no material changes in the Group’s business operations during
the specified periods.

Considering this situation,
the Group’s management analyzed and assessed that the fair value of FVTPL remained the same as of March 31, 2022 and 2023. Therefore,
the fair value of FVTPL remained the same as of December 31, 2021 and 2022, and there were no fair value changes on financial liabilities
at FVTPL during this period.

*                                             *                                             *

Austin • Century City • Dallas •
Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong •
London • Seoul • Shanghai • Singapore • Tokyo

    2

If you have any questions
regarding the Revised Registration Statement, please contact the undersigned at +86 13910939617 / +86 10 6563 4261 / kgeng@omm.com, Vincent
Lin of O’Melveny & Myers LLP at +86 13601656082 / +86 21 2307 7068 / vlin@omm.com, or Howard Leung, partner at Mazars USA LLP,
at (347) 831-1871 / howard.leung@mazarsusa.com. Mazars USA LLP is the independent registered public accounting firm of the Company.

    Very truly yours,

    /s/ Ke Geng

    Ke Geng

Enclosures

    cc:

    Yang Lu, Director, Chief Executive Officer, Chairman of the Board of
    the Company

    Lars Erik Birgerson, President, Chief Medical Officer of the Company

    Wei Zhang, Chief Financial Officer of the Company

    Ke Geng, Esq., Partner, O’Melveny & Myers LLP

    Allen C. Wang, Esq., Partner, Latham & Watkins LLP

Austin • Century City • Dallas •
Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC

Beijing • Brussels • Hong Kong •
London • Seoul • Shanghai • Singapore • Tokyo

    3

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

United States securities and exchange commission logo
May 19, 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. 3 to Draft Registration Statement on Form F-1
Submitted May 11, 2023
CIK No. 0001944552
Dear Vicky Zhang:
            We have reviewed your amended draft 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 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 comment applies 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 this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 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 3 and we re-issue the comment, as your
revised definition of China and the PRC continues to exclude Hong Kong and Macau.
Please revise your definition, as previously requested, to clarify that the legal and
operational risks associated with operating in China also apply to any operations, present
or future, in Hong Kong and Macau.
            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

 FirstName LastNameVicky Zhang
 Comapany NameAdlai Nortye Ltd.
 May 19, 2023 Page 2
 FirstName LastName
Vicky Zhang
Adlai Nortye Ltd.
May 19, 2023
Page 2
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

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

United States securities and exchange commission logo
March 13, 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 Draft Registration Statement on Form F-1
Submitted February 27, 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. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to our prior comment 5 and we reissue in part.  Please specify
on the cover page that references to “we” and “our” cover both the ultimate holding
company and the subsidiaries in the U.S. and mainland China that conduct daily
operations, as you have stated in your response letter.
2.We note your response to our prior comment 6 and we reissue in part. Please further
revise the cover page to address restrictions on your PRC subsidiary's ability to transfer
funds, as disclosed elsewhere in the filing, and provide a cross-reference to the

 FirstName LastNameVicky Zhang
 Comapany NameAdlai Nortye Ltd.
 March 13, 2023 Page 2
 FirstName LastName
Vicky Zhang
Adlai Nortye Ltd.
March 13, 2023
Page 2
consolidated financial statements. In this regard we note your statement that "there are
currently no restrictions of transferring funds between our Cayman Islands holding
company and subsidiaries in the United States and Hong Kong" but you have not
addressed whether your PRC subsidiary may transfer funds to the Cayman Islands holding
company.
Overview, page 1
3.We note your response to our prior comment 7 specifying that AN0025's Phase 1b clinical
trial is in France and the United States, and AN4005's clinical trial is in China and the
United States.  We also note your disclose on page 37 that you "may in the future conduct
clinical trials for our drug candidates outside the U.S., including in Europe, Australia,
China or other foreign jurisdictions."  Please revise this risk factor to clarify that you are
already conducting trials outside of the United States in China and France.
Our company history and team, page 4
4.We note your response to our prior comment 14 and we reissue in part. To the extent you
believe it is material to investors to highlight the name of specific large investors, which
appears to be the case as you have included such name and statement in the Summary of
the prospectus, please revise to make clear that prospective investors should not rely on
the named investor's investment decision, that this investor may have different risk
tolerances, and that the referenced financing was conducted at a significant discount to the
IPO price, if true. In addition, we note that ATCG Holdings Limited is controlled by Mr.
Hui Shao, one of the company's directors. Please clarify this on pages 4, 5, 105 and 106
where emphasis is placed on this investment.
Prospectus Summary
Our Strengths, page 4
5.We note your response to our prior comment 11 and we reissue the comment.  Please
revise statements throughout your prospectus to eliminate conclusions or predictions that
the candidates are safe and effective, as determinations of safety and efficacy are solely
within the authority of the FDA.  You may provide an objective summary of the data that
you used to draw such conclusions.  In this regard, we note your disclosures on page 4
stating that AN2025 demonstrated promising efficacy and safety data.

6.We note your response to our prior comment 15 and we reissue in part.  Please specify the
non-death types of Serious Adverse Effects (SAEs).  In this regard, we note that
the AN2025 plus paclitaxel group was 10% higher than the placebo group for non-death
SAEs.

 FirstName LastNameVicky Zhang
 Comapany NameAdlai Nortye Ltd.
 March 13, 2023 Page 3
 FirstName LastName
Vicky Zhang
Adlai Nortye Ltd.
March 13, 2023
Page 3
Prospectus Summary
Conventions that apply to this prospectus, page 13
7.We note your response to our prior comment 17 and we reissue in part.  Please clarify that
the legal and operational risks associated with operating in China also apply to any
operations in Hong Kong and/or Macau.
Business
License and collaboration agreements, page 132
8.We note the supplemental analysis provided in response to our prior comment 23;
however, we are unable to agree with your conclusion that the referenced agreements are
not required to be filed pursuant to Item 601(b)(10) of Regulation S-K.  Your response
letter indicates that the Roche and MSD agreements are strictly supply agreements;
however, your disclosure both in the Summary and Business sections indicates otherwise.
In addition, your collaboration agreement with Biotime has been your only source of
revenue to date and includes potential future payments that would appear to be material to
the company.  Please either file each of these agreements as exhibits or provide further
analysis supporting your position that such filing is not required.
Collaboration Agreement with Roche, page 134
9.We note your response to our prior comment 22 and your statement that "as of January 19,
2023" you had not entered into a CSA Supplement with Roche that requires you to pay for
the supplied atezolizumab.  Please revise to provide this statement as of the latest
practicable date or provide the statement as of the date of the prospectus.
Principal Shareholders, page 169
10.We note your response to our prior comment 26 and we reissue in part.  You have now
disclosed that Industrial and Commercial Bank of China Limited (ICBC) controls the
voting and/or dispositive power with respect to the shares owned  UNIQUE MARK
VENTURES LIMITED.  Please revise your disclosure in footnote 6 on page 169 to clarify
that ICBC is a PRC state-owned bank and to state whether any individual exercises
investment and/or voting control over the securities held by UNIQUE MARK
VENTURES LIMITED.  In this regard, we note your statement that the asset management
department of ICBC exercises voting power over the shares. To the extent voting and
investment decisions in the department are made jointly by three or more individuals,
please so state, providing support for your belief that no individual is required to be
named.
History of share capital, page 179
11.We note the revision related to our prior comment 27.  Please further revise to describe the
nature of the relationship between Mr. Lu and Lucy Zhang's father and the nature of or

 FirstName LastNameVicky Zhang
 Comapany NameAdlai Nortye Ltd.
 March 13, 2023 Page 4
 FirstName LastName
Vicky Zhang
Adlai Nortye Ltd.
March 13, 2023
Page 4
reason(s) for the loan facility between the two.  Please also address any related-party
considerations as it relates to your financial statements and related disclosures.
Notes to the Consolidated Financial Statements
12. Financial Assets at FVTPL, page F-34
12.We note your response to prior comment 31 and the revisions made to the fair value
disclosures on pages F-49 and F-50.  Your current disclosure in Note 12 does not
adequately explain the nature and terms of these financial assets.  As previously requested,
please revise your disclosure to clearly describe the nature and significant terms of these
products as well as any related risks.  For example, clarify whether your wealth
management product is an investment in a mutual fund and if so, the types of underlying
investments in which the fund invests.  As it relates to your dual currency structured
deposit, clarify whether this is a compound instrument which combines a traditional bank
deposit with a foreign currency derivative and discuss the significant terms.
General
13.Please revise throughout where you discuss the Holding Foreign Companies Accountable
Act (the "HFCA Act") to reflect the HFCA Act timeline for a potential trading prohibition
was shortened from three years to two years, as part of the "Consolidated Appropriations
Act, 2023," signed into law on December 29, 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

United States securities and exchange commission logo
January 18, 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.
Draft Registration Statement on Form F-1
Submitted December 21, 2022
CIK No. 0001944552
Dear Vicky Zhang:
            We have reviewed your 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.
Draft Registration Statement on Form F-1
Cover Page
1.Please disclose whether your offering is contingent on final approval of your NASDAQ
listing on your cover page.  Ensure the disclosure is consistent with your underwriting
agreement.
2.We note your statement on the cover page that Adlai Nortye Ltd. is "not an operating
company but [y]our Cayman Islands holding company."  Please revise this statement to
specifically state that Adlai Nortye is not a Chinese operating company, but is a Cayman
Islands holding company.

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3.We note your disclosure on the cover page about the legal and operational risks associated
with being based in or having the majority of the company’s operations in China.  Please
revise this disclosure to make clear whether these risks could result in a material change in
your operations and/or the value of your securities or could significantly limit or
completely hinder your ability to offer securities to investors and cause the value of your
securities to significantly decline or be worthless.
4.Please prominently disclose whether your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021 and whether and how the Holding
Foreign Companies Accountable Act and related regulations will affect your company.
5.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  For example, disclose, if true, that your subsidiaries conduct
operations in China.  Disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.
6.We note your discussion of how cash is transferred through your organization on the
cover page.  Please further revise this disclosure to disclose your intentions to distribute
earnings.  State whether any transfers, dividends, or distributions have been made to date
between the holding company, its subsidiaries, or to investors, and quantify the amounts
where applicable.  Please also address restrictions on your PRC subsidiary's ability to
transfer funds, as disclosed elsewhere in the filing, and provide a cross-reference to the
consolidated financial statements.
Prospectus Summary
Overview, page 1
7.Please revise your disclosure regarding your ongoing clinical trials for AN0025 and
AN4005 to state the jurisdictions where such trials are taking place.
8.We note your statement used throughout the prospectus that you are actively
advancing four in-house preclinical programs "considered to have high global commercial
viability".  Please provide support for this statement or revise to frame the statement as
a belief or opinion.
9.Revise the summary to provide a clear description of how cash is transferred through your
organization.  Disclose your intentions to distribute earnings.  Quantify any cash flows
and transfers of other assets by type that have occurred between the holding company and
its subsidiaries, and direction of transfer.  Quantify any dividends or distributions that a
subsidiary have made to the holding company and which entity made such transfer, and
their tax consequences.  Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences.  Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date.  Describe any restrictions on
foreign exchange and your ability to transfer cash between entities, across borders, and to

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U.S. investors.  Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries, to the parent company and U.S.
investors.
AN2025: the vanguard for recurrent or metastatic HNSCC after anti-PD-1/PD-L1 therapy, page
2
10.On page 2, you refer to AN2025 as “the vanguard” for recurrent or metastatic HNSCC
after anti-PD-1/PD-L1 therapy.  Please revise your use of the term in all places in which
it appears to be expressed as a goal, belief or opinion.  For instance, you may state, if
accurate, that the Company aims to be the vanguard for recurrent or metastatic HNSCC
after anti-PD-1/PD-L1 therapy.
11.On page 2, you reference studies demonstrating safety and efficacy.  Similarly, on page 4,
you reference that AN2025 demonstrated promising efficacy and safety data.  Please
revise these and similar statements throughout your prospectus to eliminate conclusions or
predictions that the candidates are safe and effective, as determinations of safety and
efficacy are solely within the authority of the FDA. You may provide an objective
summary of the data that you used to draw such conclusions.

12.On page 3, we note your statement that you received Fast Track designation from the
FDA for AN2025.  Please balance this statement with the disclosure on page 43 that a Fast
Track designation by the FDA may not lead to a faster development or regulatory review
or approval process, and does not increase the likelihood that your drug candidates will
receive marketing approval.
13.We note your references to the NMPA and the PMDA both here and throughout the
document.  Please revise your disclosure on page 3 where the terms are first used to
indicate the jurisdiction of each authority.
Our company history and team, page 4
14.We note the last paragraph of the above referenced section on page 4.  Please limit the
disclosure of specific investors to those identified in the Principal Shareholder table on
page 161.  Additionally, indicate that prospective investors should not rely on the named
investors’ investment decision, that these investors may have different risk tolerances and
that the shares purchased in the referenced financings were conducted at a significant
discount to the IPO price, if true.
Our strengths , page 4
15.Please balance your disclosure by adding a discussion of serious adverse events and
deaths caused by treatment with AN2025.

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Summary of risk factors, page 6
16.Please revise your summary risk factors relating to your operations in the PRC to disclose
the risks that your corporate structure and being based in or having the majority of the
company’s operations in China poses to investors.  In particular, describe the significant
regulatory, liquidity, and enforcement risks with cross-references to the more detailed
discussion of these risks in the prospectus.  For example, specifically discuss risks arising
from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.
Conventions that apply to this prospectus, page 11
17.We note that your definition of China and the PRC excludes Hong Kong, Macau and
Taiwan.  Revise your definition and disclosure to clarify that the legal and operational
risks associated with operating in China also apply to any operations
in Hong Kong and/or Macau.
Risk Factors
Uncertainties with respect to the PRC legal system could materially and adversely affect us.,
page 61
18.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering.  Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Use of Proceeds, page 77
19.Although we note your statements that you intend to have broad discretion over the use of
the net proceeds from the offering, please revise your use of proceeds disclosure to
provide more granularity regarding the first bullet point, namely how far in the

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development process you estimate that the proceeds will enable you to reach, including
specific phases of clinical trials, if applicable.  For example, please indicate if you expect
to be able to fund the entirety of any ongoing or planned clinical trials or phases without
raising additional capital.  In this regard, we note your disclosure on pages 47 and 86 of
the prospectus that while you believe, based on your current operating plan, that following
the offering you will have sufficient cash on hand to fund operations for at least the next
12 months you will require substantial additional capital to support your business
operations in the future.
Change in auditor, page 94
20.You state herein that you provided a copy of the change in auditor disclosure to Ernst
& Young, and requested it to furnish you with a letter addressed to the SEC stating
whether it agrees with the above statements, and if not, stating the respects in which it
does not agree.  Please revise your filing to indicate whether you ever obtained such a
letter and, if so, to file it as an exhibit to your document.
Business
Phase Ia trial in patients with advanced solid tumors by Novartis, page 106
21.Per the table, it appears that 34.9% of patients treated with AN2025 experienced deaths
and 43.4% experienced SAEs, for which 13.3% were drug related.  Please provide
clarification on the number of deaths determined to be drug-related, and identify the types
of serious adverse events observed in the trials.
License and Collaboration Agreements, page 127
22.Please revise your disclosure to address the following:
•On page 127, quantify the upfront payment paid to Novartis in 2018.
•On page 129, you state that Roche will supply its atezolizumab for use at no cost
"unless otherwise provided in the clinical supply agreement supplement".  Please
revise to describe the payment terms and obligations of the agreement, including the
referenced supplement.
•On page 130, in relation to the Biotime collaboration agreement, include the payment
amounts in USD in addition to RMB and summarize the term and termination
provisions of the agreement.
23.Please file as exhibits your agreements with Roche, MSD and Biotime.  Alternatively,
please provide an analysis supporting your determination that such filing is not required.
See Item 601(b)(10) of Regulation S-K.
Management
Employment agreements and indemnification agreements, page 158
24.Please revise your disclosure in this section to include a summary of the material terms of
the employment agreement between the company and each named executive officer.

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Compensation of directors and executive officers, page 158
25.We note your disclosure in this section.  Please confirm that disclosure of compensation is
not required on an individual basis in the company's home country and is not otherwise
publicly disclosed by the company.
Principal Shareholders , page 161
26.Please identify any natural persons who have or share voting and/or dispositive power
with respect to the shares owned by the entities listed in your table for Nortye Talent
Limited, Nortye International Limited and UNIQUE MARK VENTURES LIMITED.
History of share capital, page 173
27.Please revise to disclose the nature of the relationship between you and Lucy Zhang, the
only holder of ordinary shares.
Notes to the Consolidated Financial Statements
1. Corporate and Group Information, page F-8
28.You disclose that the Company and its subsidiaries now comprising the Group "underwent
the reorganization as set out in the paragraph headed “Reorganization” in the section
headed “History, Development and Corporate Structure” in the Document (the
“Reorganization”)."  You make similar reference to such separate section on page F-9.
However, we were unable to locate a paragraph entitled "Reorganization" and the
"History, Development and Corporate Structure" section appears to be labeled "Corporate
History and Structure".  Please revise your disclosures hereunder accordingly.
29.We note your disclosure on page 63 regarding limitations on your PRC subsidiary's ability
to pay dividends, which may impact your ability to pay dividends.  Please tell us your
consideration of providing the disclosures required by Rule 4-08(e) of Regulation S-X as
well as the consolidated financial information of registrant (Schedule I) required by Rule
5-04.
4. Revenue, page F-25
30.We note that revenue of $45.7 million for the year ended December 31, 2021 was derived
from the sale of intellectual property to Xiamen Biotime Biotechnology Co., Ltd
(Biotime) pursuant to a collaboration agreement entered into on November 15, 2021.
Your accounting policy disclosure on page F-21 states that revenue from sales of
intellectual property is recognized when you have sold the rights to the intellectual
property and after there is no future performance obligation to be performed.  Please
explain how the potential milestone payments and sales-based royalties, as described on
page 130, were considered in determining the transaction price for this collaboration
agreement.  To the extent that you determined that this variable consideration is fully
constrained, please discl