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August 14, 2023
Roy Kuan
Chief Executive Officer
Generation Asia I Acquisition Limited
Boundary Hall, Cricket Square
Grand Cayman, Cayman Islands
KY1-1102
Re:Generation Asia I Acquisition Limited
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 24, 2023
File No. 001-41239
Dear Roy Kuan:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Business, page 1
1.We note that the SPAC Sponsor is located in Hong Kong, and a majority of your
executive officers and/or directors have significant ties to China.  Please disclose this
prominently in the introduction to the business section.  Provide prominent disclosure
about the legal and operational risks associated with being based in China.  Your
disclosure should make clear whether these risks could result in a material change in your
operations and/or the value of the securities you are registering for sale or 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.
Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to data security or anti-monopoly concerns have or may
impact the company’s ability to conduct its business, accept foreign investments, or list on

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a U.S. or other foreign exchange.  Please disclose the location of your auditor’s
headquarters and whether and how the Holding Foreign Companies Accountable Act, as
amended by the Consolidated Appropriations Act, 2023, and related regulations will affect
your company.
2.Please disclose the risks that being based 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.  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 your common stock.  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.
3.Please revise to disclose in the introduction to your Business section that the location of
the sponsor and having a majority of your executive officers and/or directors have
significant ties to China may make you a less attractive partner to a non China-based
target company, which may therefore limit the pool of acquisition candidates.
4.Disclose each permission that you are required to obtain from Chinese authorities to
operate and issue securities to foreign investors.  State affirmatively whether you have
received all requisite permissions and whether any permissions have been denied. State
whether you may be covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any
other governmental agency that is required to approve your operations.  Also describe the
consequences to you and your investors if you: (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and you are
required to obtain such permissions or approvals in the future.
5.Provide a clear description of how cash is transferred through your organization.  Describe
any restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors.  State whether any transfers, dividends, or
distributions have been made to date and quantify the amounts where applicable.
6.Please include a separate section on enforcement of liabilities addressing the enforcement
risks related to civil liabilities due to your sponsor and some of your officers and directors
being located in China or Hong Kong.  For example, revise to discuss more specifically
the limitations on investors being able to effect service of process and enforce civil
liabilities in China, lack of reciprocity and treaties, and cost and time constraints.  Also,

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please disclose these risks in the business section, which should contain disclosures
consistent with the separate section.  Additionally, please identify each officer and
director located in China or Hong Kong and disclose that it will be more difficult to
enforce liabilities and enforce judgments on those individuals.
Item 15. Exhibit and Financial Statement Schedules
Exhibit 31.1 and 31.2, page 64
7.We note that the certifications provided do not include paragraph 4(b) and the
introductory language in paragraph 4 referring to internal control over financial reporting
even though the transition period that allows for these omissions has ended.  Please
include the appropriate certification language in future periodic reports and include an
example of your intended disclosure in your response.  Refer to Item 601(b)(31) of
Regulation S-K.
General
8.We note disclosure in your Form 14A filed on June 9, 2023 indicating that your sponsor is
controlled by and has substantial ties with a non-U.S. person and the potential risks of
your initial business combination being subject to a review by the Committee on Foreign
Investment in the United States.  Please include corresponding risk factor disclosure in
future periodic reports and include an example of your intended disclosure in your
response.
9.Please address specifically any PRC regulations concerning mergers and acquisitions by
foreign investors that your initial business combination transaction may be subject to,
including PRC regulatory reviews, which may impact your ability to complete a business
combination in the prescribed time period.  Also address any impact PRC law or
regulation may have on the cash flows associated with the business combination,
including shareholder redemption rights.
10.Given the significant oversight and discretion of the government of the People’s Republic
of China (PRC) over the search for a target company, please describe any material impact
that intervention or control by the PRC government has or may have on your business or
on 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”) 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.”
11.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight could impact the process of
searching for a target and completing an initial business combination, and to what extent
you believe that you are compliant with the regulations or policies that have been issued

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by the CAC to date.
            In closing, 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.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Craig
Arakawa, Accounting Branch Chief, at 202-551-3650 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation