As Filed with the Securities and Exchange Commission
on September 15, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Adlai Nortye Ltd.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
Not Applicable |
(State or other jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
c/o PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
(Address of Principal Executive Offices, including
zip code)
2025 Share Incentive
Plan
(Full title of the plan)
Yang Lu, Chief Executive Officer
685 US Highway 1,
North Brunswick Township, NJ 08902,
the United States
Tel: +1 848 230 7430
Email: ir@adlainortye.com
(Name, Telephone, E-mail and/or Facsimile number
and Address of agent for service)
With a copy to:
|
Wang Yu, Esq.
Han Kun Law Offices LLP
43/F, Gloucester Tower, Landmark
15 Queen’s Road Central
Central, Hong Kong
+(852) 2820-5656
|
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. ☐
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed
by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
a. The
Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2024, originally filed with the Commission on
April 30, 2025, as amended, including the Amendment No. 1 to the Registrant’s annual report on Form 20-F for the fiscal year
ended December 31, 2024 filed with the Commission on May 12, 2025;
b. The
description of the Registrant’s Class A ordinary shares contained in its Registration Statement on Form 8-A (File No. 001-41773)
filed with the Commission on August 7, 2023 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), which incorporates by reference the description of the Registrant’s Class A ordinary shares set forth in the Registrant’s
Registration Statement on Form F-1 (Registration No. 333-273465), as amended, originally filed with the Commission on July 27,
2023, together with any amendments or reports filed for the purpose of updating such description; and
c. The
Registrant’s Report of Foreign Private Issuer on Form 6-K furnished to the SEC on May 30, 2025 and July 9, 2025.
All documents filed pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement 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 this Registration Statement 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 this Registration Statement 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
of this Registration Statement.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
Cayman Islands law does not
limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except
to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification
against civil fraud or the consequences of committing a crime. The Registrant’s articles of association provide that each officer
or director of the Registrant shall be indemnified against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities
incurred or sustained by such directors or officer, other than by reason of such person’s dishonesty, willful default or fraud,
in or about the conduct of the Registrant’s business or affairs (including as a result of any mistake of judgment) or in the execution
or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs,
expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings
concerning the Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.
In addition, to the fullest
extent permitted by applicable law, the Registrant has entered into agreements to indemnify its directors and executive officers containing
provisions, which are in some respects broader than the specific indemnification provisions contained in the Registrant’s articles
of association. The indemnification agreements may require the Registrant, among other things, to indemnify such persons against expenses,
including attorneys’ fees, judgments, liabilities, fines and settlement amounts incurred by any such person in actions or proceedings,
including actions by the Registrant or in the Registrant’s right, that may arise by reason of their status or service as a director
or executive officer and to advance expenses incurred by them in connection with any such proceedings. 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.
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, this Registration Statement. (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 this Registration Statement; |
| |
(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 this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and |
| |
(iii) |
to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
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 this Registration Statement.
| |
(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 this Registration Statement 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 |
|
Seventh Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 filed with Form F-1 Registration Statement on July 27, 2023) |
| |
|
|
| 5.1* |
|
Opinion of Maples and Calder (Hong Kong) LLP, regarding the validity of the securities being registered |
| |
|
|
| 10.1* |
|
Adlai Nortye Ltd. 2025 Share Incentive Plan |
| |
|
|
| 23.1* |
|
Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1) |
| |
|
|
| 23.2* |
|
Consent of BDO China Shu Lun Pan Certified Public Accountants LLP |
| |
|
|
| 23.3* |
|
Consent of Mazars USA LLP |
| |
|
|
| 24.1* |
|
Powers of Attorney (included on the signature page in Part II of this Registration Statement) |
| |
|
|
| 107* |
|
Calculation of Filing Fee Table |
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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Hangzhou, the People’s Republic of China, on September 15, 2025.
| |
Adlai Nortye Ltd. |
| |
|
|
| |
By: |
/s/ Yang Lu |
| |
Name: |
Yang Lu |
| |
Title: |
Chief Executive Officer and Chairman of 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 this Registration Statement 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, this Registration Statement has been signed by the following persons in the capacities indicated
and on September 15, 2025.
| Signature |
|
Capacity |
| |
|
|
| /s/ Yang Lu |
|
Chairman of the Board of Directors and Chief Executive Officer |
| Yang Lu |
|
(Principal Executive 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 |
|
|
| |
|
|
| /s/ Xiaofeng (Alex) Ye |
|
Interim Chief Financial Officer |
| Xiaofeng (Alex) Ye |
|
(Principal Financial and Accounting Officer) |
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 Ltd., has signed this
registration statement or amendment thereto in the city of Hangzhou, China, on September 15, 2025.
| |
Adlai Nortye USA INC |
| |
|
|
| |
By: |
/s/ Yang Lu |
| |
Name: |
Yang Lu |
| |
Title: |
Director |
