United States securities and exchange commission logo
November 5, 2021
Roy Kuan
Chief Executive Officer
Generation Asia I Acquisition Ltd
Boundary Hall
Cricket Square
Grand Cayman, KY1-1102
Cayman Islands
Re: Generation Asia I
Acquisition Ltd
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 22,
2021
File No. 333-260431
Dear Mr. Kuan:
We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 17, 2021 letter.
Registration Statement on Form S-1 filed October 22, 2021
Prospectus Summary, page 1
1. We note your response
to prior comment 1. Please revise the Summary disclosure to
clarify that the risks
associated with the uncertainties in the interpretation and enforcement
of PRC laws, rules and
regulations would apply to you if you pursue an initial business
combination target that
is based in China or Hong Kong regardless of whether you will
have a VIE structure
post-business combination. Additionally, we note that prior to your
initial business
combination, you are currently not required to obtain from Chinese
authorities any
permission to issue your securities to foreign investors and to operate your
Roy Kuan
FirstName
GenerationLastNameRoy KuanLtd
Asia I Acquisition
Comapany 5,
November NameGeneration
2021 Asia I Acquisition Ltd
November
Page 2 5, 2021 Page 2
FirstName LastName
company. Please disclose the consequences to you and your investors if
you inadvertently
conclude that approvals are not required, or applicable laws,
regulations, or interpretations
change.
2. We note your response to prior comment 2. Please revise to expressly
state that the entity
in which investors may hold their interest may not be the entity or
entities through which
the company s operations may be conducted in China after the
business combination.
3. We note your revisions in response to prior comment 3. As requested by
our prior
comment, please continue to expand your summary risk factor disclosure
to describe the
significant liquidity risks and, with respect to all of these risks
described in this summary
section, please cross-reference to the more detailed discussion of
these risks in the
prospectus. Additionally, please include a summary risk factor that
specifically states that
rules and regulations in China can change quickly with little advance
notice and also
describe 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.
4. We note your response to prior comment 5. Please include on the cover
page your
previous response to prior comment 5. In your revised disclosure here
and on the cover
page, please also describe the potential restrictions on your ability
to make loans to or
capital contributions to your PRC subsidiary if you pursue an initial
business combination
target that is based in China or Hong Kong and include disclose
regarding the potential to
distribute earnings or settle amounts owed under VIE agreements if you
conduct your
operations with a VIE.
5. We note your response to prior comment 6. Please clarify that in
addition to being delisted
from Nasdaq, your Units (or Class A Ordinary Shares and Warrants, as
the case may
be) may be prohibited from trading if the PCAOB is unable to inspect
your auditors for
more than three consecutive years and indicate that the U.S. Senate
passed the
Accelerating Holding Foreign Companies Accountable Act which, if
enacted, would
require foreign companies to comply with PCAOB audits within two
consecutive years
instead of three, thus reducing the time period for triggering the
prohibition on trading.
RISK FACTORS, page 51
6. We note from the audit opinion and your risk factor on page 73 that
you have a U.S. based
auditor that is registered with the PCAOB and currently subject to
PCAOB inspection.
Please disclose any material risks to the company and investors if it
is later determined
that the PCAOB is unable to inspect or investigate completely your
auditor because of a
Roy Kuan
Generation Asia I Acquisition Ltd
November 5, 2021
Page 3
position taken by an authority in a foreign jurisdiction. For example,
disclose the risk that
lack of inspection could cause trading in your securities to be
prohibited under the
Holding Foreign Companies Accountable Act and as a result an exchange may
determine
to delist your securities.
You may contact Christine Torney at 202-551-3652 or Brian Cascio at
202-551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Schwartz at 202-551-7153 or Jeffrey Gabor at 202-551-2544 with
any other
questions.
Sincerely,
FirstName LastNameRoy Kuan
Division of
Corporation Finance
Comapany NameGeneration Asia I Acquisition Ltd
Office of Life
Sciences
November 5, 2021 Page 3
cc: Jin Park, Esq.
FirstName LastName