Adlai Nortye Ltd. received an updated beneficial ownership report from a group of Venrock Healthcare entities and individuals Nimish Shah and Bong Koh.
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Adlai Nortye Ltd. received an updated beneficial ownership report from a group of Venrock Healthcare entities and individuals Nimish Shah and Bong Koh. As of June 30, 2026, the group reports beneficial ownership of 9,638,193 Class A ordinary shares, equal to 4.4% of the class.
The position is held through 522,711 ADS (1,568,133 shares) by VHCP III, 52,370 ADS (157,110 shares) by VHCP Co‑Investment III, and 2,637,650 ADS (7,912,950 shares) by VHCP EG, with each ADS representing three Class A ordinary shares. The percentage is based on 218,578,430 shares outstanding as of April 21, 2026, and the group indicates ownership of 5 percent or less of the class.
Key Figures
Shares beneficially owned:9,638,193 Class A ordinary sharesOwnership percentage:4.4%Shares outstanding:218,578,430 Class A ordinary shares+4 more
7 metrics
Shares beneficially owned9,638,193 Class A ordinary sharesBeneficially owned by the Venrock reporting group as of June 30, 2026
Ownership percentage4.4%Percentage of Adlai Nortye Class A ordinary shares held by the group
Shares outstanding218,578,430 Class A ordinary sharesOutstanding as of April 21, 2026, per Adlai Nortye prospectus supplement
VHCP III ADS position522,711 ADSAdlai Nortye ADS held by VHCP III, representing 1,568,133 Class A shares
VHCP Co-Investment III ADS position52,370 ADSAdlai Nortye ADS held by VHCP Co-Investment III, representing 157,110 Class A shares
VHCP EG ADS position2,637,650 ADSAdlai Nortye ADS held by VHCP EG, representing 7,912,950 Class A shares
ADS-to-share ratio1 ADS = 3 Class A ordinary sharesEach American Depositary Share represents three Class A ordinary shares
Key Terms
American Depositary Shares, beneficially owned, shared voting power, shared dispositive power, +1 more
5 terms
American Depositary Sharesfinancial
"CUSIP number 00704R109 has been assigned to the American Depositary Shares ("ADS") of the Issuer."
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
beneficially ownedfinancial
"sets forth the aggregate number of Class A ordinary shares of the Issuer beneficially owned by such Reporting Person"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"Shared Voting Power 9,638,193.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 9,638,193.00"
Power of Attorneyregulatory
"Exhibit 24.1 Power of Attorney for Bong Koh"
A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Adlai Nortye Ltd. (ANL) does the Venrock group report in this Schedule 13G/A?
The Venrock group reports beneficial ownership of 9,638,193 Class A ordinary shares of Adlai Nortye Ltd., representing 4.4% of the outstanding Class A ordinary shares as of June 30, 2026, held through various Venrock Healthcare funds.
How is the Venrock group’s Adlai Nortye (ANL) position structured between ADS and ordinary shares?
The position is held via American Depositary Shares: 522,711 ADS (1,568,133 shares) by VHCP III, 52,370 ADS (157,110 shares) by VHCP Co‑Investment III, and 2,637,650 ADS (7,912,950 shares) by VHCP EG, with each ADS equal to three shares.
What percentage of Adlai Nortye (ANL) Class A shares does the Venrock group’s 9,638,193 shares represent?
The 9,638,193 Class A ordinary shares reported by the Venrock group represent 4.4% of Adlai Nortye’s Class A ordinary shares, based on 218,578,430 shares outstanding as of April 21, 2026, as cited in the company’s prospectus supplement.
Who are the reporting persons in the Venrock group for this Adlai Nortye (ANL) Schedule 13G/A amendment?
Reporting persons are VHCP III, VHCP Co‑Investment III, VHCP EG, VHCP Management III, VHCP Management EG, and individuals Nimish Shah and Bong Koh, who together form a group for purposes of this beneficial ownership report.
Does the Venrock group report owning more than 5% of Adlai Nortye (ANL) Class A shares?
No. The Venrock group reports beneficial ownership of 4.4% of Adlai Nortye’s Class A ordinary shares and explicitly indicates ownership of 5 percent or less of the class under the relevant ownership item.
On what share count does the reported 4.4% Adlai Nortye (ANL) ownership by Venrock rely?
The 4.4% ownership figure is calculated using 218,578,430 Class A ordinary shares outstanding as of April 21, 2026, a number Adlai Nortye reported in a prospectus supplement filed with the SEC on July 20, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Adlai Nortye Ltd.
(Name of Issuer)
Class A Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
00704R109
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
00704R109
1
Names of Reporting Persons
Venrock Healthcare Capital Partners III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,638,193.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,638,193.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,638,193.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
00704R109
1
Names of Reporting Persons
VHCP Co-Investment Holdings III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,638,193.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,638,193.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,638,193.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
00704R109
1
Names of Reporting Persons
Venrock Healthcare Capital Partners EG, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,638,193.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,638,193.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,638,193.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
00704R109
1
Names of Reporting Persons
VHCP Management III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,638,193.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,638,193.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,638,193.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
00704R109
1
Names of Reporting Persons
VHCP Management EG, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,638,193.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,638,193.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,638,193.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
00704R109
1
Names of Reporting Persons
Nimish Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,638,193.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,638,193.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,638,193.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
00704R109
1
Names of Reporting Persons
Bong Y. Koh
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,638,193.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,638,193.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,638,193.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Adlai Nortye Ltd.
(b)
Address of issuer's principal executive offices:
c/o PO Box 309, Ugland House, Grand Cayman, E9, KY1-1104.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Venrock Healthcare Capital Partners III, L.P. ("VHCP III")
VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III")
Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG")
VHCP Management III, LLC ("VHCP Management III")
VHCP Management EG, LLC ("VHCP Management EG")
Nimish Shah ("Shah")
Bong Koh ("Koh")
The Reporting Persons are members of a group for the purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
New York Office:
7 Bryant Park, 23rd Floor
New York, NY 10018
Palo Alto Office:
3340 Hillview Avenue
Palo Alto, CA 94304
(c)
Citizenship:
All of the entities were organized in Delaware. Shah and Koh are both United States citizens.
(d)
Title of class of securities:
Class A Ordinary Shares, par value US$0.0001 per share
(e)
CUSIP No.:
00704R109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 00704R109 has been assigned to the American Depositary Shares ("ADS") of the Issuer. Each ADS represents three Class A ordinary shares.
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of Class A ordinary shares of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 522,711 ADS, representing an aggregate of 1,568,133 Class A ordinary shares, held by VHCP III, (ii) 52,370 ADS, representing an aggregate of 157,110 Class A ordinary shares, held by VHCP Co-Investment III, and (iii) 2,637,650 ADS, representing an aggregate of 7,912,950 Class A ordinary shares, held by VHCP EG.
VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management III and VHCP Management EG.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G/A sets forth the percentages of Class A ordinary shares of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference. The percentage set forth in each row 11 is based upon 218,578,430 Class A ordinary shares outstanding as of April 21, 2026, as reported in the Issuer's Prospectus Supplement filed with the Securities and Exchange Commission (the "SEC") on July 20, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Venrock Healthcare Capital Partners III, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2026
VHCP Co-Investment Holdings III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management III, LLC, its Manager, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2026
Venrock Healthcare Capital Partners EG, L.P.
Signature:
/s/ Sherman G. Souther
Name/Title:
By VHCP Management EG, LLC, its General Partner, By Sherman G. Souther, Authorized Signatory
Date:
08/14/2026
VHCP Management III, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
08/14/2026
VHCP Management EG, LLC
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Authorized Signatory
Date:
08/14/2026
Nimish Shah
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
08/14/2026
Bong Y. Koh
Signature:
/s/ Sherman G. Souther
Name/Title:
By Sherman G. Souther, Attorney-in-fact
Date:
08/14/2026
Exhibit Information
Exhibit 24.1 Power of Attorney for Bong Koh (incorporated by reference to Exhibit 24.1 to Schedule 13G filed on February 11, 2026)
Exhibit 24.2 Power of Attorney for Nimish Shah (incorporated by reference to Exhibit 24.2 to Schedule 13G filed on February 11, 2026)
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on February 11, 2026)
