Venrock funds disclose 6.1% Adlai Nortye (ANL) ownership

Rhea-AI Filing Summary

Venrock-affiliated investment funds and two principals report a passive 6.1% ownership stake in Adlai Nortye Ltd. They beneficially own 9,638,193 ordinary shares, held through American Depositary Shares, each representing three ordinary shares.

The stake is spread across three Venrock Healthcare Capital vehicles, with governance handled by Delaware management entities linked to Nimish Shah and Bong Y. Koh. The ownership percentage is calculated against 93,710,803 ordinary shares outstanding as of June 30, 2025, plus 64,615,386 ordinary shares issued in a February 4, 2026 private placement. The group certifies the shares are not held to change or influence control of Adlai Nortye.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Adlai Nortye Ltd.

(Name of Issuer)

Ordinary Shares, $0.001 par value per share

(Title of Class of Securities)

00704R109

(CUSIP Number)

02/04/2026

(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)

SCHEDULE 13G

CUSIP No. 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)

6.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 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)

6.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 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)

6.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 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)

6.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 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)

6.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 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)

6.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 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)

6.1 %

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.
(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: Ordinary Shares, $0.001 par value 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 ordinary shares. CUSIP number 00704R109 has been assigned to the American Depositary Shares ("ADS") of the Issuer. Each ADS represents three ordinary shares. Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of ordinary shares of the Issuer beneficially owned by such Reporting Person 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 ordinary shares, held by VHCP III; (ii) 52,370 ADS, representing an aggregate of 157,110 ordinary shares, held by VHCP Co-Investment III; and (iii) 2,637,650 ADS, representing an aggregate of 7,912,950 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 sets forth the percentages of the ordinary shares of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. The percentage set forth in each row 11 is based upon the sum of (i) 93,710,803 ordinary shares outstanding as of June 30, 2025, as reported in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission (the "SEC") on December 29, 2025 and (ii) 64,615,386 ordinary shares issued in the private placement of equity securities by the Issuer that closed on February 4, 2026, as reported in Exhibit 99.1 attached to the Issuer's Report of Foreign Issuer on Form 6-K filed with the SEC on February 3, 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 sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person 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 sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person 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 sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person 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 sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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.
	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:	02/11/2026

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:	02/11/2026

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:	02/11/2026

VHCP Management III, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	02/11/2026

VHCP Management EG, LLC

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Authorized Signatory
Date:	02/11/2026

Nimish Shah

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	02/11/2026

Bong Y. Koh

Signature:	/s/ Sherman G. Souther
Name/Title:	By Sherman G. Souther, Attorney-in-fact
Date:	02/11/2026

Exhibit Information

Exhibit 24.1 Power of Attorney for Bong Koh Exhibit 24.2 Power of Attorney for Nimish Shah Exhibit 99.1 Joint Filing Agreement

FAQ

What stake in Adlai Nortye (ANL) does the Venrock group report on this Schedule 13G?

The Venrock group reports beneficial ownership of 9,638,193 Adlai Nortye ordinary shares, representing 6.1% of the outstanding class. This percentage is based on 93,710,803 shares outstanding plus 64,615,386 shares issued in a February 4, 2026 private placement.

How are the Venrock group’s Adlai Nortye (ANL) shares held according to the filing?

The filing states the position is held through American Depositary Shares (ADS). VHCP III holds 522,711 ADS, VHCP Co-Investment III holds 52,370 ADS, and VHCP EG holds 2,637,650 ADS. Each ADS represents three Adlai Nortye ordinary shares.

Who are the reporting persons on the Adlai Nortye (ANL) Schedule 13G?

Reporting persons include Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Venrock Healthcare Capital Partners EG, L.P., VHCP Management III, LLC, VHCP Management EG, LLC, and individuals Nimish Shah and Bong Y. Koh, who together form a group.

How is the 6.1% ownership in Adlai Nortye (ANL) calculated in the Schedule 13G?

The 6.1% figure is based on 93,710,803 ordinary shares outstanding as of June 30, 2025, plus 64,615,386 ordinary shares issued in a private placement that closed on February 4, 2026, as disclosed in Adlai Nortye’s Form 6-K filings.

Does the Venrock group seek to influence control of Adlai Nortye (ANL) per this Schedule 13G?

The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of Adlai Nortye. They also are not held in connection with any transaction having that purpose or effect, other than activities tied to a specific nomination rule.

What voting and dispositive power does the Venrock group report over Adlai Nortye (ANL) shares?

Each reporting person reports zero sole voting and dispositive power and 9,638,193 ordinary shares of shared voting and shared dispositive power. This means authority over these shares is exercised collectively under the group’s structure rather than individually.