Adlai Nortye Ltd. - Cormorant Asset Management and Bihua Chen report ownership of 2,897,857 American Depositary Shares, representing 5.19% of the class. The filing states one ADS represents three Class A ordinary shares and references December 31, 2025 outstanding share data.
The statement identifies shared voting and dispositive power over the 2,897,857 ADS and notes a Form 20-F and a Form 6-K cited for outstanding share and private placement figures.
Positive
None.
Negative
None.
Insights
Institutional holder reports a >5% stake with shared voting and dispositive power.
Cormorant Asset Management and Bihua Chen disclose beneficial ownership of 2,897,857 ADS (reported as 5.19% of the class). The filing cites a Form 20-F reporting 103,010,803 Class A ordinary shares outstanding as of December 31, 2025 and an issuer disclosure about a private placement.
Implications depend on holder decisions and any post-placement changes; subsequent filings would show whether this position changes after the private placement referenced in the excerpt.
Key Figures
ADS owned:2,897,857 ADSOwnership percentage:5.19%Class A shares outstanding:103,010,803 shares+2 more
5 metrics
ADS owned2,897,857 ADSAmount beneficially owned reported in Item 4
Ownership percentage5.19%Percent of class reported in Item 4
Class A shares outstanding103,010,803 sharesForm 20-F stated outstanding as of <date>December 31, 2025</date>
ADS ratio1 ADS = 3 Class A sharesADS conversion ratio stated in Item 4
Private placement size64,615,386 Class A sharesForm 6-K reported issuer selling this amount (equivalent to 21,538,462 ADS)
Key Terms
American Depositary Shares, Schedule 13G, Beneficial ownership, Form 20-F, +1 more
5 terms
American Depositary Sharesfinancial
"American Depositary Shares, each representing three Class A Ordinary"
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.
Schedule 13Gregulatory
"SCHEDULE 13G appears as the form type and filing context"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Beneficial ownershipfinancial
"Amount beneficially owned: 2,897,857 (Item 4)"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Form 20-Fregulatory
"statement on Form 20-F filed by the Issuer on April 10, 2026"
Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.
Form 6-Kregulatory
"statement in a Current Report on Form 6-K filed by the Issuer on February 3, 2026"
A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Adlai Nortye Ltd.
(Name of Issuer)
American Depositary Shares, each representing three Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
00704R109
(CUSIP Number)
03/31/2026
(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
Cormorant Asset Management, LP
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
2,897,857.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,897,857.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,897,857.00
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)
5.19 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
00704R109
1
Names of Reporting Persons
Bihua Chen
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
2,897,857.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,897,857.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,897,857.00
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)
5.19 %
12
Type of Reporting Person (See Instructions)
HC, 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, KY1-1104, Cayman Islands
Item 2.
(a)
Name of person filing:
Cormorant Asset Management, LP
Bihua Chen
This statement is filed by (i) Cormorant Asset Management, LP, a Delaware limited partnership, and the investment adviser to certain funds (the "Cormorant Funds"), with respect to the shares directly held by the Cormorant Funds and (ii) Bihua Chen with respect to the shares directly held by the Cormorant Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares reported herein.
(b)
Address or principal business office or, if none, residence:
200 Clarendon Street, 52nd Floor
Boston, MA 02116
(c)
Citizenship:
Cormorant Asset Management, LP - Delaware
Bihua Chen - United States
(d)
Title of class of securities:
American Depositary Shares, each representing three Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
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:
2,897,857
(b)
Percent of class:
5.19%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,897,857
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,897,857
The percentages reported herein with respect to the Reporting Persons' holdings are calculated based upon (i) a statement on Form 20-F filed by the Issuer on April 10, 2026 that there were 103,010,803 Class A ordinary shares outstanding as of December 31, 2025 and that one American Depositary Share represents three Class A Ordinary Shares and (ii) a statement in a Current Report on Form 6-K filed by the Issuer on February 3, 2026 reporting that the Issuer was selling 64,615,386 Class A ordinary shares of the Company (equivalent of 21,538,462 American Depositary Shares) in a private placement and that the private placement was expected to close on February 4, 2026.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. The Cormorant Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported herein. Cormorant Global Healthcare Master Fund, LP, a Cormorant Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares.
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 acquired and are held in the ordinary course of business and 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.
Cormorant Asset Management, LP
Signature:
/s/ Bihua Chen
Name/Title:
Bihua Chen, Managing Member
Date:
05/15/2026
Bihua Chen
Signature:
/s/ Bihua Chen
Name/Title:
Bihua Chen
Date:
05/15/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that she or it knows or has reason to believe that such information is inaccurate.
Dated: May 15, 2026
Cormorant Asset Management, LP
By: Cormorant Asset Management GP, LLC
its General Partner
By: /s/ Bihua Chen
Bihua Chen, Managing Member
Bihua Chen
By: /s/ Bihua Chen
Bihua Chen
What stake in Adlai Nortye (ANL) does Cormorant Asset Management report?
Cormorant reports owning 2,897,857 American Depositary Shares, equal to 5.19% of the ADS class. This figure is stated under Item 4 as the amount beneficially owned.
How is the 5.19% ownership percentage calculated for ANL?
The percentage uses the issuer's Form 20-F disclosure of 103,010,803 Class A ordinary shares outstanding as of December 31, 2025 and the ADS ratio of three Class A shares per ADS.
Who holds voting and dispositive power over the reported shares?
The filing reports shared voting power and shared dispositive power of 2,897,857 ADS for the Reporting Persons; sole powers are reported as zero.
Does the filing mention any recent issuer transactions that affect outstanding shares?
Yes. The filing cites a Form 6-K reporting a private placement of 64,615,386 Class A ordinary shares (equivalent to 21,538,462 ADS) that was expected to close on February 4, 2026.
