United States securities and exchange commission logo





                             December 8, 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. 3 to
Registration Statement on Form S-1
                                                            Filed November 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
November 19, 2021 letter.

       Amendment No. 3 to Registration Statement on Form S-1 filed November 22,
2021

       Cover Page

   1.                                                   We note your disclosure
here, on page 14, and throughout your filing that if you
                                                        successfully acquire a
PRC company, you may conduct operations in China through a
                                                        series of contractual
arrangements with a VIE in China that provides you with "effective
                                                        control" over the VIE,
"allows [you] to receive substantially all of the economic benefits
                                                        from the VIE", and that
a VIE domiciled in China "is under [your] control." We also note
                                                        the disclosure that
"[t]hrough contractual arrangements with the VIE and its shareholders,
                                                        [you] may become the
primary beneficiary of the VIE." However, you or your investors
 Roy Kuan
Generation Asia I Acquisition Ltd
December 8, 2021
Page 2
      will not have an equity ownership in, direct foreign investment in, or
control through such
      ownership/investment of the VIE. As such, when describing the design of
the VIE
      agreements and related outcome, please refrain from implying that the VIE
agreement is
      equivalent to an equity ownership in the business of the VIE. Any
references to control or
      benefits that accrue to you because of the VIE should be limited to and
clearly describe
      the conditions you will need to meet for consolidation of the VIE under
U.S. GAAP and
      your disclosure should clarify that, for accounting purposes, you will be
the primary
      beneficiary.
2.    Please refrain from using terms such as    we    or    our    when
describing activities or
      functions of a VIE.
       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
December 8, 2021 Page 2
cc:       Jin Park, Esq.
FirstName LastName