SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Kuan Roy

(Last) (First) (Middle)
C/O GENERATION ASIA I ACQUISITION LTD
BOUNDARY HALL, CRICKET SQUARE

(Street)
GRAND CAYMAN E9 KY1-1102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Generation Asia I Acquisition Ltd [ GAQ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B ordinary shares(1) 08/16/2021 D(3) 1,437,500 D $0.00 5,750,000 I See footnote(2)
Class B ordinary shares(1) 08/23/2021 J(4) 825,000 D $0.00 4,925,000 I See footnote(2)
Class B ordinary shares(1) 08/23/2021 A(5) 1,375,000 A $0.0001 6,300,000 I See footnote(2)
Class B ordinary shares(1) 10/20/2021 D(3) 375,000 D $0.00 5,925,000 I See footnote(2)
Class B ordinary shares(1) 10/21/2021 A(5) 625,000 A $0.0001 6,550,000 I See footnote(2)
Class B ordinary shares(1) 01/24/2022 J(6) 1,427,250 D $0.01 5,122,750 I See footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial business combination of Generation Asia I Acquisition Limited (the "Issuer") on a one-for-one basis, subject to adjustment, as described in the section entitled "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-260431) (the "Registration Statement").
2. Reflects shares of the Issuer held of record by Generation Asia LLC (the "Sponsor"). The reporting person is the managing member of the Sponsor. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. The filing of this form shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the reporting person is the beneficial owner of any securities reported herein.
3. Represents forfeiture of Class B ordinary shares by the Sponsor to the Issuer.
4. Represents a transfer of Class B ordinary shares by the Sponsor to certain forward purchasers for no cash consideration in connection with the Issuer entering into certain forward purchase agreements.
5. Represents transfers of Class B ordinary shares by the Issuer to the Sponsor in connection with the Issuer entering into certain forward purchase agreements as described in the Registration Statement; such shares are subject to potential forfeiture by the Sponsor in connection with the Issuer's consummation of its initial business combination.
6. Represents a transfer of Class B ordinary shares by the Sponsor to certain anchor investors pursuant to investment agreements entered into in connection with the Issuer's initial public offering as described in the Registration Statement. Under certain circumstances, a portion of the shares transferred must be transferred back to the Sponsor at a price of $0.01 per share.
Remarks:
/s/ Roy Kuan 01/26/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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