SecProbe.io

CORRESP
 1
 filename1.htm

 July 8, 2025

 VIA EDGAR

 Ms. Erin Donahue

 Ms. Erin Purnell

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange

 Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: The Generation Essentials Group (the "Company")

 Registration Statement on Form F-1

 File No. 333-288278

 Dear Ms. Donahue and Ms. Purnell,

 Pursuant to Rule 461 of Regulation C ("Rule
461") under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company's
Registration Statement on Form F-1 (File No. 333-288278) be accelerated by the Securities and Exchange Commission to 4:00 p.m. Eastern
time on July 10, 2025 or as soon as practicable thereafter.

 If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the
Company or by any attorney from the Company's U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 [Signature page follows]

 Very truly yours,

 The Generation Essentials Group

 By:
 /s/ Samuel Chau

 Name:
 Samuel Chau

 Title:
 Director and Chief Executive Officer

 cc: Giampietro Baudo, Chief Executive Officer, The Generation Essentials Group

 Samuel Chau, Director and Chief Financial Officer, The Generation
Essentials Group

 Shu Du, Partner, Skadden, Arps, Slate,
Meagher & Flom LLP

CORRESP
 1
 filename1.htm

 Skadden,
Arps, Slate, Meagher & Flom

 世達國際律師事務所

 Partners
 42/F, EDINBURGH TOWER, THE LANDMARK
 AFFILIATE OFFICES

 Geoffrey Chan *
 15 QUEEN'S
ROAD CENTRAL, HONG KONG
 -----------

 Shu Du *
 -----------
 BOSTON

 Andrew L. Foster *
 TEL: (852) 3740-4700
 CHICAGO

 Chi T. Steve Kwok *
 FAX: (852) 3740-4727
 HOUSTON

 Haiping Li *
 www.skadden.com
 LOS ANGELES

 Rory McAlpine ¨

 NEW YORK

 Jonathan B. Stone *

 PALO ALTO

 Paloma P. Wang ¨

 WASHINGTON, D.C.

 Friven Yeoh ¨

 WILMINGTON

 ¨ (Also Admitted in England & Wales)

 -----------

 * (Also Admitted in New York)

 ABU DHABI

 BEIJING

 BRUSSELS

 FRANKFURT

 LONDON

 MUNICH

 PARIS

 SÃO PAULO

 SEOUL

 SINGAPORE

 TOKYO

 TORONTO

 July 3, 2025

 VIA EDGAR

 Ms. Erin Donahue

 Ms. Erin Purnell

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 The Generation Essentials Group

 Registration Statement on Form F-1

 Filed June 24, 2025

 File No. 333-288278

 Dear Ms. Donahue and Ms. Purnell,

 On behalf of our client, The Generation Essentials
Group, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "), we submit to the staff
(the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter setting forth
the Company's responses to the comments contained in the Staff's letter dated June 30, 2025 on the Company's registration
statement on Form F-1 filed on June 24, 2025.

 Concurrently with the submission of this letter,
the Company is filing amendment No. 1 to the registration statement on Form F-1 (the " Registration Statement ") via
EDGAR with the Commission. The Staff's comments are repeated below in bold and are followed by the Company's responses. Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

 Securities and Exchange Commission

 July 3, 2025

 Page 2

 Registration Statement on Form F-1 filed June 24, 2025

 General

 1. Please revise your registration statement to include the unaudited financial statements of Black Spade Acquisition II Co. through
the three months ended March 31, 2025. See Rule 15-01(e) of Regulation S-K.

 In response to the Staff's comment, the Company has
included the unaudited financial statements of Black Spade Acquisition II Co. through the three months ended March 31, 2025 in the Registration
Statement.

 2. Your disclosure appears to be inconsistent with regards to how many shares and warrants you are registering
in this offering. For instance, we note discrepancies regarding the amount offered on the Cover Page, in The Offering, the legal opinion,
and the filing fee table. Please revise your disclosure to clarify the amount of shares and warrants you are registering. See Item 501
of Regulation S-K.

 In response to the Staff's comment, the Company has
revised the disclosure on the cover page of the Registration Statement.

 *	*	*

 Securities and Exchange Commission

 July 3, 2025

 Page 3

 If you have any questions regarding the Draft Registration
Statement, please contact the undersigned by phone at +852 3740 4858 or via email at shu.du@skadden.com.

 Very truly yours,

 /s/ Shu Du

 Shu Du

 cc: Giampietro Baudo, Chief Executive Officer, The Generation Essentials Group Samuel Chao, Director and Chief Financial Officer, The Generation
Essentials Group

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 30, 2025

Giampietro Baudo
Chief Executive Officer
Generation Essentials Group
66 rue Jean-Jacques Rousseau
75001 Paris, France

 Re: Generation Essentials Group
 Registration Statement on Form F-1
 Filed June 24, 2025
 File No. 333-288278
Dear Giampietro Baudo:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1 filed June 24, 2025
General

1. Please revise your registration statement to include the unaudited
financial statements
 of Black Spade Acquisition II Co. through the three months ended March
31, 2025.
 See Rule 15-01(e) of Regulation S-K.
2. Your disclosure appears to be inconsistent with regards to how many
shares and
 warrants you are registering in this offering. For instance, we note
discrepancies
 regarding the amount offered on the Cover Page, in The Offering, the
legal opinion,
 and the filing fee table. Please revise your disclosure to clarify the
amount of shares
 and warrants you are registering. See Item 501 of Regulation S-K.
 June 30, 2025
Page 2

 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Erin Donahue at 202-551-6063 or Erin Purnell at
202-551-3454 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 7, 2025

 VIA EDGAR

 Mr. Bradley Ecker

 Ms. Erin Purnell

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange

 Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: The Generation Essentials Group
(the "Company")

 Registration Statement on Form F-4

 File No. 333-286501

 Dear Ms. Purnell and Mr. Ecker,

 Pursuant to Rule 461 of Regulation C ("Rule
461") under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company's
Registration Statement on Form F-4 (File No. 333-286501) be accelerated by the Securities and Exchange Commission to 4:00 p.m. Eastern
time on May 9, 2025 or as soon as practicable thereafter.

 If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the
Company or by any attorney from the Company's U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 [Signature page follows]

 Very truly
yours,

 The Generation Essentials Group

 By:
 /s/
 Samuel Chau

 Name:
 Samuel Chau

 Title:
 Director and Chief Financial
 Officer

 cc: Giampietro Baudo, Chief Executive Officer, The Generation Essentials Group

 Samuel Chau, Director and Chief Financial Officer, The Generation
Essentials Group

 Dennis Tam, Executive Chairman of the Board and Co-CEO, Black
Spade Acquisition II Co

 Kester Ng, Director, Co-CEO and CFO, Black
Spade Acquisition II Co

 Richard Taylor, Director, Co-CEO and COO,
Black Spade Acquisition II Co

 Brian V. Breheny, Partner, Skadden, Arps,
Slate, Meagher & Flom LLP

 Shu Du, Partner, Skadden, Arps, Slate,
Meagher & Flom LLP

 Sharon Lau, Partner, Latham & Watkins
LLP

 Stacey Wong, Partner, Latham & Watkins
LLP

CORRESP
 1
 filename1.htm

 Partners

 Geoffrey
Chan *

 Shu
Du *

 Andrew
L. Foster *

 Chi
T. Steve Kwok *

 Haiping
Li *

 Rory
McAlpine ¨

 Jonathan
B. Stone *

 Paloma
P. Wang ¨

 Friven
Yeoh ¨

 ¨
 (Also Admitted in England & Wales)

 *
 (Also Admitted in New York)

 Skadden,
 Arps, Slate, Meagher & Flom

 世達國際律師事務所

 42/F,
EDINBURGH TOWER, THE LANDMARK

 15
QUEEN'S ROAD CENTRAL, HONG KONG

 ________

 TEL:
(852) 3740-4700

 FAX:
(852) 3740-4727

 www.skadden.com

 AFFILIATE
 OFFICES

 -----------

 BOSTON

 CHICAGO

 HOUSTON

 LOS
ANGELES

 NEW
YORK

 PALO
ALTO

 WASHINGTON,
D.C.

 WILMINGTON

 -----------

 ABU
DHABI

 BEIJING

 BRUSSELS

 FRANKFURT

 LONDON

 MUNICH

 PARIS

 SÃO
PAULO

 SEOUL

 SINGAPORE

 TOKYO
 TORONTO

 May 6, 2025

 Confidential

 Mr. Bradley Ecker

 Ms. Erin Purnell

 Ms. Stephany Yang

 Mr. Hugh West

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: The Generation Essentials Group

 Registration Statement on Form F-4

 Filed April 25, 2025

 333-286501

 Dear Sir/Madam,

 On behalf of our client, The Generation Essentials
Group, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "), we are hereby submitting
to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter
setting forth the Company's responses to the comments contained in the Staff's letter dated May 5, 2025 on the Company's
Amendment No. 1 to the Registration Statement on Form F-4 filed on April 25, 2025 (the " Registration Statement ") relating
to the proposed business combination involving the Company and Black Spade Acquisition II Co (" Black Spade II "), a
Cayman Islands exempted company.

 Securities and Exchange Commission

 May 6, 2025

 Page 2

 Concurrently with the submission of this letter,
the Company is filing amendment No. 2 to its registration statement on Form F-4 (the " Revised Registration Statement ")
and certain exhibits via EDGAR with the Commission.

 The Company has responded to the Staff's
comments by revising the Registration Statement to address the comments. The Staff's comments are repeated below in bold and are
followed by the Company's responses. We have included page references in the Revised Registration Statement where the language addressing
a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration
Statement.

 The Company and Black Spade II plan to have the
Revised Registration Statement declared effective in the week of May 5, 2025 and to convene the extraordinary general meeting of the shareholders
of Black Spade II and consummate the proposed business combination as soon as possible in May 2025. The Company would appreciate the Staff's
timely assistance and support to the Company in meeting this proposed timetable.

 Amendment No. 1 to Registration Statement
on Form F-4

 Summary of the Proxy Statement/Prospectus

 Dilution, page 37

 1. We note your response to prior comment 3 and the revised disclosures on page 37. It appears your
net tangible book value at or above which the potential dilution results in pro forma net tangible book value per share, as adjusted being
at least $10.00 per share does not represent company valuation at or above which the potential dilution results in the amount of the non-redeeming
shareholders' interest per share being at least the initial public offering price per share of common stock in compliance with Item 1604(c)(1)
of Regulation S-K. Please revise to disclose the company valuation calculated as the initial public offering price of $10.00 multiplied
by the number of TGE shares after giving effect to the de-SPAC transaction (i.e., pro forma outstanding

 In response to the Staff's
comment, the Company has revised the disclosure on page 37 of the Registration Statement.

 2. Please rename pro forma total assets book value of TGE as of December 31, 2024 in the second table appropriately as the amounts
appear to reflect pro forma net assets book value

 In response to the Staff's
comment, the Company has revised the disclosure on page 37 of the Registration Statement.

 * * *

 Securities and Exchange Commission

 May 6, 2025

 Page 3

 If you have any questions regarding the Revised
Registration Statement, please contact the undersigned by phone at +852 3740 4858 or via email at shu.du@skadden.com, or Brian V. Breheny
by phone at +1 (202) 371-7180 or via e-mail at brian.breheny@skadden.com.

 Very truly yours,

 /s/ Shu Du

 Shu Du

 cc: Giampietro Baudo, Chief Executive Officer, The Generation Essentials Group

 Samuel Chao, Director and Chief Financial Officer, The Generation
Essentials Group

 Dennis Tam, Executive Chairman of the Board and Co-CEO, Black
Spade Acquisition II Co

 Kester Ng, Director, Co-CEO and CFO, Black
Spade Acquisition II Co

 Richard Taylor, Director, Co-CEO and COO,
Black Spade Acquisition II Co

 Brian V. Breheny, Partner, Skadden, Arps,
Slate, Meagher & Flom LLP

 Sharon Lau, Partner, Latham & Watkins
LLP

 Stacey Wong, Partner, Latham & Watkins
LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

Samuel Chau
Chief Executive Officer
Generation Essentials Group
66 rue Jean-Jacques Rousseau
75001 Paris, France

 Re: Generation Essentials Group
 Amendment No. 1 to Registration Statement on Form F-4
 Filed April 25, 2025
 333-286501
Dear Samuel Chau:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our April 24,
2025 letter.

Amendment No. 1 to Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus
Dilution, page 37

1. We note your response to prior comment 3 and the revised disclosures on
page 37. It
 appears your net tangible book value at or above which the potential
dilution results in
 pro forma net tangible book value per share, as adjusted being at least
$10.00 per
 share does not represent company valuation at or above which the
potential dilution
 results in the amount of the non-redeeming shareholders' interest per
share being at
 least the initial public offering price per share of common stock in
compliance with
 Item 1604(c)(1) of Regulation S-K. Please revise to disclose the company
valuation
 calculated as the initial public offering price of $10.00 multiplied by
the number of
 TGE shares after giving effect to the de-SPAC transaction (i.e., pro
forma outstanding
 May 5, 2025
Page 2

 shares of TGE) at each redemption level, or advise.
2. Please rename pro forma total assets book value of TGE as of December
31, 2024 in
 the second table appropriately as the amounts appear to reflect pro
forma net assets
 book value.
 Please contact Stephany Yang at 202-551-3167 or Hugh West at
202-551-3872 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Bradley Ecker at 202-551-4985 or Erin Purnell at 202-551-3454 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Partners
 Geoffrey
 Chan *
 Shu
 Du *
 Andrew
 L. Foster *
 Chi
 T. Steve Kwok *
 Haiping
 Li *
 Rory
 McAlpine ¨
 Jonathan
 B. Stone *
 Paloma
 P. Wang ¨
 Friven
 Yeoh ¨
 ¨
 (Also Admitted in England &
 Wales)
 *
 (Also Admitted in New York)

 Skadden,
 Arps, Slate, Meagher & Flom
 世達國際律師事務所
 42/F, EDINBURGH
 TOWER, THE LANDMARK
 15 QUEEN'S
 ROAD CENTRAL, HONG KONG
 ________

 TEL: (852) 3740-4700
 FAX: (852) 3740-4727
 www.skadden.com

 AFFILIATE OFFICES
 -----------
 BOSTON
 CHICAGO
 HOUSTON
 LOS ANGELES
 NEW YORK
 PALO ALTO
 WASHINGTON, D.C.
 WILMINGTON
 -----------
 ABU DHABI
 BEIJING
 BRUSSELS
 FRANKFURT
 LONDON
 MUNICH
 PARIS
 SÃO PAULO
 SEOUL
 SINGAPORE
 TOKYO
 TORONTO

 April 25, 2025

 Confidential
 Mr. Bradley Ecker
 Ms. Erin Purnell
 Ms. Stephany Yang
 Mr. Hugh West

 Division of Corporation Finance
 Office of Manufacturing
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Re: The Generation Essentials Group

 Registration Statement on Form F-4

 Filed April 11, 2025

 333-286501

 Dear Sir/Madam,

 On behalf of our client, The Generation Essentials
Group, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "), we are hereby submitting
to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter
setting forth the Company's responses to the comments contained in the Staff's letter dated April 24, 2025 on the Company's
registration statement on Form F-4 filed on April 11, 2025 (the " Registration Statement ") relating to the proposed
business combination involving the Company and Black Spade Acquisition II Co (" Black Spade II "), a Cayman Islands exempted
company.

 Concurrently with the submission of this letter,
the Company is filing amendment No. 1 to its registration statement on Form F-4 (the " Revised Registration Statement ")
and certain exhibits via EDGAR with the Commission.

 Securities and Exchange Commission April 25, 2025 Page 2

 The Company has responded to the Staff's
comments by revising the Registration Statement to address the comments, or by providing an explanation if the Company has not so revised
the Registration Statement. The Staff's comments are repeated below in bold and are followed by the Company's responses. We
have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

 The Company and Black Spade II plan to convene
the extraordinary general meeting of the shareholders of Black Spade II and consummate the proposed business combination as soon as possible
during the month of May 2025. The Company would appreciate the Staff's timely assistance and support to the Company in meeting this
proposed timetable.

 Registration Statement on Form F-4 filed
April 11, 2025

 Cover Page

 1. Please revise your outside front cover page of the prospectus to include the requirements called
for by Item 1602(a)(4) of Regulation S-K. In this regard, we note your dilution table on page 36. Please revise your dilution table, and
similarly your pro forma ownership table to include quartile intervals based on percentages of the maximum redemption threshold.

 In response to the Staff's
comment, the Company has revised the disclosure on the cover page and pages 16, 17, 18, 36, 37 and 38 of the Registration Statement.

 SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 Ownership of TGE After the Closing,
page 36

 2. We note your response to our prior comment 1. Please revise your table here and in your Questions and Answers section to include
the beneficial owners of TGE Class A, Class B, and Preferred shares so that it is clear to investors who the controlling shareholders
of the surviving company will be. In this regard, we note your disclosure on your cover page that "AMTD Group Inc. will beneficially
own 94.4%, 96.2%, and 97.8% of the total voting power of the outstanding TGE Shares."

 In response to the Staff's
comment, the Company has revised the disclosure on pages 16, 17, 16, 36, 37 and 38 of the Registration Statement.

 Securities and Exchange Commission April 25, 2025 Page 3

 SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 Dilution, page 37

 3. Please tell us, and revise your disclosure to explain, how you calculated the net tangible book value at or above which the potential
dilution results in pro forma net tangible book value per share, as adjusted being at least $10.00 per share.

 In response to the Staff's
comment, the Company has revised the disclosure on page 37 of the Registration Statement.

 Item 21. Exhibits and Financial Statement
Schedules Exhibit 5.1, page II-2

 4. The legal opinion of Conyers Dill & Pearman Pte. Ltd. does not appear to reflect the securities to be registered on the resale
prospectus. Please have counsel file a revised opinion that reflects the resale prospectus, confirm that the resale securities will be
opined on in Exhibit 5.2, or advise.

 In response to the Staff's
comment, the Company has filed the updated legal opinion of Conyers Dill & Pearman Pte. Ltd as Exhibit 5.1.

 * * *

 Securities and Exchange Commission April 25, 2025 Page 4

 If you have any questions regarding the Revised
Registration Statement, please contact the undersigned by phone at +852 3740 4858 or via email at shu.du@skadden.com.

 Very truly yours,

 /s/ Shu Du

 Shu Du

 cc: Giampietro Baudo, Chief Executive Officer, The Generation Essentials Group

 Samuel Chao, Director and Chief Financial Officer, The Generation
Essentials Group

 Dennis Tam, Executive Chairman of the Board and Co-CEO, Black
Spade Acquisition II Co

 Kester Ng , Director, Co-CEO
and CFO, Black Spade Acquisition II Co

 Richard Taylor, Director, Co-CEO and COO, Black
Spade Acquisition II Co

 Sharon Lau, Partner, Latham & Watkins LLP

 Stacey Wong, Partner, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 24, 2025

Samuel Chau
Chief Executive Officer
Generation Essentials Group
66 rue Jean-Jacques Rousseau
75001 Paris, France

 Re: Generation Essentials Group
 Registration Statement on Form F-4
 Filed April 11, 2025
 333-286501
Dear Samuel Chau:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-4 filed April 11, 2025
Cover Page

1. Please revise your outside front cover page of the prospectus to include
the
 requirements called for by Item 1602(a)(4) of Regulation S-K. In this
regard, we note
 your dilution table on page 36. Please revise your dilution table, and
similarly your
 pro forma ownership table to include quartile intervals based on
percentages of the
 maximum redemption threshold.
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
Ownership of TGE After the Closing, page 36

2. We note your response to our prior comment 1. Please revise your table
here and in
 your Questions and Answers section to include the beneficial owners of
TGE Class A,
 Class B, and Preferred shares so that it is clear to investors who the
controlling
 shareholders of the surviving company will be. In this regard, we note
your disclosure
 April 24, 2025
Page 2

 on your cover page that "AMTD Group Inc. will beneficially own 94.4%,
96.2%, and
 97.8% of the total voting power of the outstanding TGE Shares."
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
Dilution, page 37

3. Please tell us, and revise your disclosure to explain, how you
calculated the net
 tangible book value at or above which the potential dilution results in
pro forma net
 tangible book value per share, as adjusted being at least $10.00 per
share.
Item 21. Exhibits and Financial Statement Scheduels
Exhibit 5.1, page II-2

4. The legal opinion of Conyers Dill & Pearman Pte. Ltd. does not appear to
reflect the
 securities to be registered on the resale prospectus. Please have
counsel file a revised
 opinion that reflects the resale prospectus, confirm that the resale
securities will be
 opined on in Exhibit 5.2, or advise.
 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Stephany Yang at 202-551-3167 or Hugh West at
202-551-3872 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Bradley Ecker at 202-551-4985 or Erin Purnell at 202-551-3454 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 S kadden,
 A rps, S late, M eagher & F lom

 Partners
 Geoffrey Chan *
 Shu Du *
 Andrew L. Foster *
 Chi T. Steve Kwok *
 Haiping Li *
 Rory McAlpine ¨
 Jonathan B. Stone *
 Paloma P. Wang ¨
 Friven Yeoh ¨
 ¨
 (Also Admitted in England & Wales)
 *
 (Also Admitted in New York)

 世達國際律師事務所
 42/F, EDINBURGH TOWER, THE LANDMARK
 15 QUEEN'S ROAD CENTRAL, HONG KONG

 TEL: (852) 3740-4700
 FAX: (852) 3740-4727
 www.skadden.com

 AFFILIATE OFFICES
 -----------
 BOSTON
 CHICAGO
 HOUSTON
 LOS ANGELES
 NEW YORK
 PALO ALTO
 WASHINGTON, D.C.
 WILMINGTON
 -----------
 ABU DHABI
 BEIJING
 BRUSSELS
 FRANKFURT
 LONDON
 MUNICH
 PARIS
 SÃO PAULO
 SEOUL
 SINGAPORE
 TOKYO
 TORONTO

 April 11, 2025

 Confidential

 Mr. Bradley Ecker

 Ms. Erin Purnell

 Ms. Stephany Yang

 Mr. Hugh West

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: The Generation Essentials Group

 Amendment No. 1 to Draft Registration
Statement on Form F-4

 Submitted March 21, 2025

 CIK No. 0002053456

 Dear Sir/Madam,

 On behalf of our client, The Generation Essentials
Group, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "), we are hereby submitting
to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") this letter
setting forth the Company's responses to the comments contained in the Staff's letter dated April 4, 2025 on the Company's
amendment No. 1 to draft registration statement on Form F-4 confidentially submitted on March 21, 2025 (the " Draft Registration
Statement ") relating to the proposed business combination involving the Company and Black Spade Acquisition II Co (" Black
Spade II "), a Cayman Islands exempted company.

 Concurrently with the submission of this letter,
the Company is filing its registration statement on Form F-4 (the " Registration Statement ") and certain exhibits via
EDGAR with the Commission.

 The Company has responded to the Staff's
comments by revising the Draft Registration Statement to address the comments, or by providing an explanation if the Company has not so
revised the Draft Registration Statement. The Staff's comments are repeated below in bold and are followed by the Company's
responses. We have included page references in the Registration Statement where the language addressing a particular comment appears.
Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

 In addition to the revision and supplementation
of disclosures in response to the Staff's comments, the Company has also included in the Registration Statement other information
and data to reflect developments since the last submission.

 Securities and Exchange Commission

 April 11, 2025

 Page 2

 Draft Registration Statement on Form
F-4 submitted March 21, 2025

 Cover Page

 1. We note your disclosure that "under the "no redemptions" scenario, the 50% redemption scenario and the maximum
redemption scenario, on a fully diluted basis, the AMTD [Group] Entities would hold 34.1%, 28.4% and 9.3% of TGE ordinary shares, respectively."
Please revise to ensure the information you are providing is accurate. In this regard, we note that your redemption scenarios table on
page 36 discloses that (1) Existing TGE Class A Shareholders will hold 34.1%, 38.4%, and 43.7% of TGE Ordinary Shares under the "no
redemptions" scenario, the 50% redemption scenario and the maximum redemption scenario, respectively; (2) Existing TGE Class B Shareholders
will hold 28.4%, 32.0%, and 36.3% of TGE Ordinary Shares under the "no redemptions" scenario, the 50% redemption scenario
and the maximum redemption scenario, respectively; and (3) Existing TGE Class Preferred Shareholders will hold 9.3%, 10.5%, and 11.9%
of TGE Ordinary Shares under the "no redemptions" scenario, the 50% redemption scenario and the maximum redemption scenario,
respectively. We note also that footnote 6 to the table on page 36 indicates that all of the securities listed in each of these rows are
controlled by AMTD Entities. Please revise or advise.

 In response to the Staff's
comment, the Company has revised the disclosure on the cover page and pages 16, 17, 18 and 36 of the Registration Statement.

 QUESTIONS AND ANSWERS ABOUT THE BUSINESS
COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

 Q: What equity stake will Black Spade
II Shareholders and TGE Shareholders have in TGE after the Business Combination?, page 16

 2. We note your response to our prior comment 3. Please provide
the information added in footnote 6 to your redemption scenarios table in your Questions and Answers section.

 In response to the Staff's
comment, the Company has revised the disclosure on pages 16, 17 and 18 of the Registration Statement.

 Potential sources of dilution, page
37

 3. We note that the notes to your dilution table on page 38
do not correctly correspond to the notes displayed in the table. Please revise.

 In response to the Staff's
comment, the Company has revised the disclosure on pages 37 and 38 of the Registration Statement.

 Securities and Exchange Commission

 April 11, 2025

 Page 3

 Selected Historical Financial Data of
TGE, page 57

 4. We note your disclosure on page 58 of the diluted earnings per share of $1.58 for the year ended
December 31, 2024. On page F-55, you disclose that no diluted earnings per share for the year were presented as there were no potential
ordinary shares. Please revise disclosures to remove the inconsistencies.

 In response to the Staff's
comment, the Company has revised the disclosure on page 58 of the Registration Statement.

 Unaudited Pro Forma Condensed Combined
Statement of Financial Position, page 231

 5. The amount of the adjustment (e) in the 50% of the Maximum Redemption scenario does not appear correct.
Please revise the disclosure accordingly.

 In response to the Staff's
comment, the Company has revised the disclosure on page 231 of the Registration Statement.

 Notes to the Unaudited Pro Forma Condensed
Combined Financial Information, page 233

 6. We note your disclosure that any excess of the fair value of consideration transferred to Black Spade II shareholders over the
fair value of Black Spade II's identifiable net assets acquired represents compensation for the service of a stock exchange listing for
its shares and is expensed as incurred. Please tell us how you determined the compensation expense and reflected it in the pro forma financial
information.

 In response to the Staff's
comment, the Company has revised the disclosure on page 235 of the Registration Statement as well as the pro forma financial information
contained in the sections titled "Summary Unaudited Pro Forma Condensed Combined Financial Information" and " Unaudited
Pro Forma Condensed Combined Financial Information."

 TAX CONSIDERATIONS, page 245

 7. We note your response to our prior comment 16. Please confirm that, if the company receives an opinion that it is more likely than
not that the merger qualifies as a "reorganization," such opinion will be disclosed in your registration statement and filed
as an exhibit.

 The Company confirms that if the
Company receives an opinion that it is more likely than not that the merger qualifies as a "reorganization," such opinion
will be disclosed in its registration statement and filed as an exhibit. The Company respectfully advised the Staff that, the foregoing
notwithstanding, the Company currently does not expect to receive such an opinion.

 * * *

 Securities and Exchange Commission

 April 11, 2025

 Page 4

 If you have any questions regarding the Revised
Draft Registration Statement, please contact the undersigned by phone at +852 3740 4858 or via email at shu.du@skadden.com.

 Very
 truly yours,

 /s/
 Shu Du

 Shu
 Du

 cc: Giampietro Baudo, Chief Executive Officer, The Generation Essentials Group

 Samuel Chao, Director and Chief Financial Officer, The Generation
Essentials Group

 Dennis Tam, Executive Chairman of the Board and Co-CEO, Black
Spade Acquisition II Co

 Kester Ng , Director, Co-CEO
and CFO, Black Spade Acquisition II Co

 Richard Taylor, Director, Co-CEO and COO, Black
Spade Acquisition II Co

 Sharon Lau, Partner, Latham & Watkins LLP

 Stacey Wong, Partner, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 4, 2025

Samuel Chau
Chief Executive Officer
World Media & Entertainment Universal Inc.
66 rue Jean-Jacques Rousseau
75001 Paris, France

 Re: World Media & Entertainment Universal Inc.
 Amendment No. 1 to Draft Registration Statement on Form F-4
 Submitted March 21, 2025
 CIK No. 0002053456
Dear Samuel Chau:

 We have reviewed your amended draft registration statement and have the
following
comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our March 18, 2025 letter.

Draft Registration Statement on Form F-4 submitted March 21, 2025
Cover Page

1. We note your disclosure that "under the no redemptions scenario,
the 50%
 redemption scenario and the maximum redemption scenario, on a fully
diluted basis,
 the AMTD [Group] Entities would hold 34.1%, 28.4% and 9.3% of TGE
ordinary
 shares, respectively." Please revise to ensure the information you are
providing is
 accurate. In this regard, we note that your redemption scenarios table
on page 36
 discloses that (1) Existing TGE Class A Shareholders will hold 34.1%,
38.4%, and
 43.7% of TGE Ordinary Shares under the no redemptions scenario,
the 50%
 redemption scenario and the maximum redemption scenario, respectively;
(2) Existing
 April 4, 2025
Page 2

 TGE Class B Shareholders will hold 28.4%, 32.0%, and 36.3% of TGE
Ordinary
 Shares under the no redemptions scenario, the 50% redemption
scenario and the
 maximum redemption scenario, respectively; and (3) Existing TGE Class
Preferred
 Shareholders will hold 9.3%, 10.5%, and 11.9% of TGE Ordinary Shares
under the
 no redemptions scenario, the 50% redemption scenario and the
maximum
 redemption scenario, respectively. We note also that footnote 6 to the
table on page
 36 indicates that all of the securities listed in each of these rows are
controlled by
 AMTD Entities. Please revise or advise.
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE
EXTRAORDINARY GENERAL MEETING
Q: What equity stake will Black Spade II Shareholders and TGE Shareholders have
in TGE
after the Business Combination?, page 16

2. We note your response to our prior comment 3. Please provide the
information added
 in footnote 6 to your redemption scenarios table in your Questions and
Answers
 section.
Potential Sources of Dilution, page 37

3. We note that the notes to your dilution table on page 38 do not
correctly correspond to
 the notes displayed in the table. Please revise.
Selected Historical Financial Data of TGE, page 57

4. We note your disclosure on page 58 of the diluted earnings per share of
$1.58 for the
 year ended December 31, 2024. On page F-55, you disclose that no diluted
earnings
 per share for the year were presented as there were no potential
ordinary shares.
 Please revise disclosures to remove the inconsistencies.
Unaudited Pro Forma Condensed Combined Statement of Financial Position, page
231

5. The amount of the adjustment (e) in the 50% of the Maximum Redemption
scenario
 does not appear correct. Please revise the disclosure accordingly.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information, page
233

6. We note your disclosure that any excess of the fair value of
consideration transferred
 to Black Spade II shareholders over the fair value of Black Spade II's
identifiable net
 assets acquired represents compensation for the service of a stock
exchange listing for
 its shares and is expensed as incurred. Please tell us how you
determined the
 compensation expense and reflected it in the pro forma financial
information.
TAX CONSIDERATIONS, page 245

7. We note your response to our prior comment 16. Please confirm that, if
the company
 receives an opinion that it is more likely than not that the merger
qualifies as a
 reorganization, such opinion will be disclosed in your
registration statement and
 filed as an exhibit.
 April 4, 2025
Page 3

 Please contact Stephany Yang at 202-551-3167 or Hugh West at
202-551-3872 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Bradley Ecker at 202-551-4985 or Erin Purnell at 202-551-3454 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 18, 2025

Samuel Chau
Chief Executive Officer
World Media & Entertainment Universal Inc.
66 rue Jean-Jacques Rousseau
75001 Paris, France

 Re: World Media & Entertainment Universal Inc.
 Draft Registration Statement on Form F-4
 Submitted February 19, 2025
 CIK No. 0002053456
Dear Samuel Chau:

 We have reviewed your draft registration statement and have the following
comment(s).

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form F-4 submitted February 19, 2025
Cover Page

1. We note that aWME will make a cash payment equal to $1.25 per share to
non-
 redeeming shareholders of Black Spade II. Please revise to quantify the
total dollar
 amount that could be rewarded to such shareholders.
2. We note your disclosure that aWME will qualify as a controlled company.
Please
 revise to combine this paragraph with the disclosure regarding the AMTD
entities that
 is included later on the cover page. Specifically, where you first state
that aWME will
 be a controlled company, please identify the controlling shareholder or
shareholders
 and provide their percentage of ownership after the completion of the
business
 combination.
 March 18, 2025
Page 2

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE
EXTRAORDINARY GENERAL MEETING
Q: What equity stake will Black Spade II Shareholders and aWME Shareholders
have in
aWME after the Business Combination?, page 16

3. Please provide disclosure, in a footnote or otherwise, accompanying your
redemption
 scenarios that shows AMTD Group Inc.'s controlling interest in the
combined
 company.
Potential sources of dilution, page 36

4. Please revise your prospectus to include a dilution table that complies
with all of the
 requirements outlined in Item 1604(c) of Regulation S-K.
Summary of the Proxy Statement/Prospectus
Sources and Uses of Funds for the Business Combination, page 38

5. Please include the cash payment that aWME intends to make to
non-redeeming
 shareholders of Black Spade II in your table. If the precise amount is
not currently
 known, please provide good faith estimates.
Compensation Received by the Sponsor and its affiliates, page 50

6. In a tabular format, please provide the terms and amount of the
compensation received
 or to be received by the SPAC Sponsor, its affiliates, and promoters in
connection
 with the business combination or any related financing transaction, the
amount of
 securities issued or to be issued by aWME to the SPAC Sponsor, its
affiliates, and
 promoters and the price paid or to be paid for such securities in
connection with the
 business combination or any related financing transaction. Outside of
the table, please
 provide the extent to which that compensation and securities issuance
has resulted or
 may result in a material dilution of the equity interests of
non-redeeming shareholders.
 Refer to Item 1604(b)(4) of Regulation S-K.
RISK FACTORS, page 75

7. We note that the only material financial and valuation analyses
undertaken as part of
 the business combination were prepared by the Black Spade II board.
Please add risk
 factor disclosure that addresses the risks that reliance on the
valuation analyses poses
 to investors. Provide appropriate cross references wherever applicable
to your
 discussion on the interests that Black Spade II's directors and officers
have on the
 completion of a business combination.
THE BUSINESS COMBINATION AGREEMENT, page 134

8. Disclose in this section an explanation of any material differences in
the rights of
 Black Spade II and aWME security holders as compared with security
holders of the
 combined company as a result of the business combination. Specifically,
disclose the
 differences in the rights of holders of the combined company Class A and
Class B
 Ordinary Shares. Refer to Item 1604(b)(5) of Regulation S-K.
 March 18, 2025
Page 3
PROPOSAL 1 - THE BUSINESS COMBINATION PROPOSAL, page 145

9. State whether or not a majority of the directors (or members of a similar
governing
 body) of Black Spade II have retained an unaffiliated representative to
act solely on
 behalf of unaffiliated security holders for purposes of negotiating terms
of the
 business combination and/or preparing a report concerning the approval of
the
 business combination. Refer to Item 1606(d) of Regulation S-K.
INFORMATION ABOUT BLACK SPADE II, page 165

10. Please revise your disclosure here and wherever applicable to
specifically identify the
 controlling persons of the SPAC sponsor. Disclose, as of the most recent
practicable
 date, the persons who have direct and indirect material interests in the
SPAC sponsor,
 as well as the nature and amount of their interests. Refer to Item
1603(a)(7).
11. Briefly describe the fiduciary duties of each officer and director of the
special purpose
 acquisition company to other companies to which they have fiduciary
duties. Please
 refer to Item 1603(c) of Regulation S-K.
aWME's Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Discussion of Segment Operations
Year Ended December 31, 2022 Compared to Year Ended December 31, 2023, page 218

12. We note your disclosure that the revenue from the strategic investment
segment
 increased in 2023 partly due to the termination of certain derivative
contract in 2023.
 Please tell us in sufficient detail what the transaction entailed and how
you accounted
 for the revenue. Please revise your notes to the financial statements to
disclose the
 related revenue recognition policy as required.
Unaudited Pro Forma Condensed Combined Financial Information, page 224

13. We note that the historical financial statements of Black Spade II are
prepared based
 on the U.S. GAAP while the historical financial statements of aWME and
the pro
 forma financial statements appear prepared based on the IFRS as issued by
the IASB.
 Please tell us your consideration for presenting the adjustments to give
effect to the
 differences between the U.S. GAAP and IFRS for the purposes of the
unaudited pro
 forma condensed combined financial information.
14. Your disclosure on page 136 indicates that following the closing of the
business
 combination, earnout shares may be issued to AMTD Digital, AMTD IDEA
Group,
 and AMTD Group Inc. upon occurrence of certain triggering events. Please
tell us
 what consideration you gave to accounting for the arrangement within your
pro forma
 financial statements. As part of your response, please provide us with
your analysis
 and cite the authoritative guidance you relied upon in determining your
accounting
 treatment.
Compensation of Directors and Executive Officers, page 244

15. Please update your executive compensation for the year ended December 31,
2024.
 March 18, 2025
Page 4
TAX CONSIDERATIONS, page 246

16. Please revise to provide the federal income tax consequences of the
business
 combination to (i) Black Spade II, (ii) aWME, (iii) aWME security
holders, and (iv)
 Black Spade II security holders. Refer to Item 1605(b)(6) of Regulation
S-K.
World Media and Entertainment Universal Inc.
Notes to the Combined Financial Statements for the Years Ended December 31,
2022 and
2023 and Six Months Ended June 30, 2023 and 2024
2. Application of International Financial Reporting Standards
Revenue recognition, page F-40

17. We note your disclosure that hotel operation services income are
recognized over time
 by reference to the progress towards complete satisfaction of the
relevant performance
 obligations, as the customer simultaneously receives and consumes the
benefits
 provided by the Group's performance as the Group performs. Please revise
your
 disclosure of the revenue recognition policy to comply with the
disclosure
 requirements of IFRS 15, including paragraphs 119, 124, and 126, as
applicable.
18. We note you disclose on page F-57 that the Group entered into movie
income right
 agreements with production houses, and it is entitled to certain
percentage of the
 variable profit to be derived from the release movies. Please clarify
which segment
 recorded the related revenue in the reported periods and disclose the
applicable
 revenue recognition policy or advise.
5. Revenue and Other Income, page F-48

19. We note your disclosure of the gain of $24,757,000 related to the
disposal of equity
 interests in certain subsidiaries on page F-49. Please disclose in
sufficient detail what
 the transaction related to and tell us your consideration for presenting
it as a
 discontinued operation. Refer to IFRS 5.32.
General

20. With a view toward disclosure, please tell us whether your sponsor is, is
controlled
 by, has any members who are, or has substantial ties with, a non-U.S.
person. If so,
 please revise your filing to include risk factor disclosure that
addresses how this fact
 could impact your ability to complete your initial business combination.
For instance,
 discuss the risk to investors that you may not be able to complete an
initial business
 combination with a target company should the transaction be subject to
review by a
 U.S. government entity, such as the Committee on Foreign Investment in
the United
 States (CFIUS), or ultimately prohibited. Disclose that as a result, the
pool of potential
 targets with which you could complete an initial business combination may
be
 limited. Further, disclose that the time necessary for government review
of the
 transaction or a decision to prohibit the transaction could prevent you
from
 completing an initial business combination and require you to liquidate.
Disclose the
 consequences of liquidation to investors, such as the losses of the
investment
 opportunity in a target company, any price appreciation in the combined
company,
 and the warrants, which would expire worthless.
21. Disclose, in a tabular format to the extent practicable, the material
terms of any
 March 18, 2025
Page 5

 agreement, arrangement, or understanding regarding restrictions on
whether and when
 the SPAC sponsor and its affiliates may sell securities of the special
purpose
 acquisition company, including the date(s) on which the agreement,
arrangement, or
 understanding may expire. Refer to Item 1603(a)(9) of Regulation S-K.
22. Please tell us, with a view toward disclosure, whether you have received
notice from
 the underwriters or any other firm engaged in connection with the SPAC
s initial
 public offering about ceasing involvement in your transaction and how
that may
 impact your deal, including the deferred underwriting compensation owed
for the
 SPAC s initial public offering.
23. Please provide the information required by General Instruction I.2(f) of
Form F-4.
24. Please clarify whether or not the Black Spade II board reviewed any
financial
 projections of aWME prepared by any of the parties named herein in
connection with
 the business combination.
25. Please provide the Intellectual Property License Agreement with AMTD
Group Inc.
 as an exhibit to your registration statement or tell us why you are not
required to do
 so.
26. Please tell us if the majority of aWME's operations are in China,
including Hong
 Kong and Macau.
 Please contact Stephany Yang at 202-551-3167 or Hugh West at
202-551-3872 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Bradley Ecker at 202-551-4985 or Erin Purnell at 202-551-3454 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>