10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 10-Q

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(Mark One)



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________
Commission File Number: 001-41239

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GENERATION ASIA I ACQUISITION LIMITED

(Exact Name of Registrant as Specified in its Charter)

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Cayman Islands	98-1588665
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Boundary Hall, Cricket Square‌ Grand Cayman, Cayman Islands	KY1-1102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (345) 814-5580

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Securities registered pursuant to Section 12(b) of the Act:

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Title of Each Class	‌	Trading Symbol(s)	‌	Name of Each Exchange on Which Registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	‌	GAQ.U	‌	The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	‌	GAQ	‌	The New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	‌	GAQWS	‌	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐‌

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐‌

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	‌	Accelerated filer	☐
Non-accelerated filer	☒	‌	Smaller reporting company	☒
	‌	‌	Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 7, 2023, 7,699,729 Class A ordinary shares, par value $0.0001 per share, were issued and outstanding, and 7,482,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

GENERATION ASIA I ACQUISITION LIMITED

Quarterly Report on Form 10-Q

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Table of Contents




‌			Page		‌

PART I – FINANCIAL INFORMATION			‌	3	‌

Item 1.	‌	Financial Statements	‌	3	‌

	‌	Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	‌	3	‌

	‌	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	‌	4	‌

	‌	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2023	‌	5	‌

		Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022		6

	‌	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	‌	7	‌

	‌	Notes to Unaudited Condensed Financial Statements	‌	8	‌

Item 2.	‌	Management’s Discussion and Analysis of Financial Condition and Results of Operations	‌	21	‌

Item 3.	‌	Quantitative and Qualitative Disclosures about Market Risk	‌	24	‌

Item 4.	‌	Controls and Procedures	‌	24	‌

PART II – OTHER INFORMATION			‌	25	‌

Item 1.	‌	Legal Proceedings	‌	25	‌

Item 1A.	‌	Risk Factors	‌	25	‌

Item 2.	‌	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	‌	27	‌

Item 3.	‌	Defaults Upon Senior Securities	‌	27	‌

Item 4.	‌	Mine Safety Disclosures	‌	27	‌

Item 5.	‌	Other Information	‌	28	‌

Item 6.	‌	Exhibits	‌	29	‌

SIGNATURES			‌	30	‌

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

GENERATION ASIA I ACQUISITION LIMITED

CONDENSED BALANCE SHEETS

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‌	September 30, 2023			December 31, 2022
Assets:	(Unaudited)			(Audited)
Cash	$	324,911		$	288,081
Prepaid expense		164,600			473,993
Due from related party		2,199			—
Total Current Assets		491,710			762,074
Prepaid expense-non-current		—			22,882
Investments held in Trust Account		82,381,980			225,084,808
Total Assets	$	82,873,690		$	225,869,764

Liabilities, Shares Subject to Redemption and Shareholders’ Deficit
Current Liabilities:
Accrued offering expense and expenses	$	639,850		$	463,045
Promissory Note - related party		870,000			—
Working Capital Loan		112,140			—
Due to related parties		—			113,184
Total Current Liabilities		1,621,990			576,229
Warrant liability		1,100,640			807,136
Deferred underwriting commissions		3,000,000			7,675,500
Total Liabilities		5,722,630			9,058,865

Commitments Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 7,699,729 and 21,930,000 shares at redemption value of $10.70 and $10.26 per share at September 30, 2023 and December 31, 2022, respectively		82,381,980			225,084,808
Shareholders’ Deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 7,699,729 and 21,930,000 shares subject to possible redemption at September 30, 2023 and December 31, 2022, respectively)		—			—
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 7,482,500 and 7,482,500 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		748			748
Additional paid-in capital		—			—
Accumulated deficit		(5,231,668	)		(8,274,657	)
Total Shareholders’ Deficit		(5,230,920	)		(8,273,909	)
Total Liabilities, Shares Subject to Redemption and Shareholders’ Deficit	$	82,873,690		$	225,869,764

The accompanying notes are an integral part of the unaudited condensed financial statements.

GENERATION ASIA I ACQUISITION LIMITED

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

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	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
‌	2023			2022			2023			2022
Formation and operating costs	$	338,403		$	245,530		$	964,007		$	756,629
Loss from operations		(338,403	)		(245,530	)		(964,007	)		(756,629	)

Other income:
Interest income and realized gain from sale of treasury securities		1,550,939			1,168,445			6,672,712			1,543,404
Transaction costs allocable to warrants		—			—			—			(1,004,142	)
Gain from debt forgiven		—			—			126,472			—
Unrealized gain (loss) on fair value changes of warrants		(370,549	)		1,742,680			(293,504	)		7,154,160
Total other income, net		1,180,390			2,911,125			6,505,680			7,693,422

Net income	$	841,987		$	2,665,595		$	5,541,673		$	6,936,793

Basic and diluted weighted average Class A ordinary shares outstanding, subject to possible redemption		11,411,974			21,930,000			18,385,464			20,025,860
Basic and diluted net income per Class A ordinary share	$	0.04		$	0.09		$	0.21		$	0.25

Basic and diluted weighted average shares outstanding, Class B ordinary shares		7,482,500			7,482,500			7,482,500			7,427,711
Basic and diluted net income per Class B ordinary share	$	0.04		$	0.09		$	0.21		$	0.25

The accompanying notes are an integral part of the unaudited condensed financial statements.

GENERATION ASIA I ACQUISITION LIMITED

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023



‌	Class A ordinary shares				Class B ordinary shares				Additional		Accumulated			Shareholders'
‌	Shares		Amount		Shares		Amount		Paid-in Capital		Deficit			Deficit
Balance as of June 30, 2023		—	$	—		7,482,500	$	748	$	—	$	(4,147,716	)	$	(4,146,968	)
Net income		—		—		—		—		—		841,987			841,987
Re-measurement of carrying value to redemption value		—		—		—		—		—		(1,550,939	)		(1,550,939	)
Additional amount deposited into Trust Account		—		—		—		—		—		(375,000	)		(375,000	)
Balance as of September 30, 2023		—	$	—		7,482,500	$	748	$	—	$	(5,231,668	)	$	(5,230,920	)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023



‌	Class A ordinary shares				Class B ordinary shares				Additional		Accumulated			Shareholders'
‌	Shares		Amount		Shares		Amount		Paid-in Capital		Deficit			Deficit
Balance as of January 1, 2023		—	$	—		7,482,500	$	748	$	—	$	(8,274,657	)	$	(8,273,909	)
Net income		—		—		—		—		—		5,541,673			5,541,673
Re-measurement of carrying value to redemption value		—		—		—		—		—		(6,672,712	)		(6,672,712	)
Forgiven of deferred underwriter commissions		—		—		—		—		—		4,549,028			4,549,028
Additional amount deposited into Trust Account		—		—		—		—		—		(375,000	)		(375,000	)
Balance as of September 30, 2023		—	$	—		7,482,500	$	748	$	—	$	(5,231,668	)	$	(5,230,920	)

The accompanying notes are an integral part of the unaudited condensed financial statements‌

GENERATION ASIA I ACQUISITION LIMITED

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022



‌	Class A ordinary shares				Class B ordinary shares				Additional		Accumulated			Shareholders'
‌	Shares		Amount		Shares		Amount		Paid-in Capital		Deficit			Deficit
Balance as of June 30, 2022		—	$	—		7,482,500	$	748	$	—	$	(10,573,709	)	$	(10,572,961	)
Net income		—		—		—		—		—		2,665,595			2,665,595
Re-measurement of carrying value to redemption value		—		—		—		—		—		(1,168,445	)		(1,168,445	)
Balance as of September 30, 2022		—	$	—		7,482,500	$	748	$	—	$	(9,076,559	)	$	(9,075,811	)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022



‌	Class A ordinary shares				Class B ordinary shares						Additional			Accumulated			Shareholders'
‌	Shares		Amount		Shares			Amount			Paid-in Capital			Deficit			Deficit
Balance as of January 1, 2022		—	$	—		7,750,000		$	775		$	24,225		$	(58,457	)	$	(33,457	)
Founder shares transferred to anchor investor		—		—		—			—			14,272			—			14,272
Excess of proceeds from sale of Private Placement Warrants over fair value		—		—		—			—			3,763,290			—			3,763,290
Forfeiture of Class B ordinary shares by Sponsor at February 1, 2022		—		—		(267,500	)		(27	)		27			—			—
Incentives to anchor investors		—		—		—			—			10,290,473			—			10,290,473
Net income		—		—		—			—		—				6,936,793			6,936,793
Re-measurement of carrying value to redemption value		—		—		—			—			(14,092,287	)		(15,954,895	)		(30,047,182	)
Balance as of September 30, 2022		—	$	—		7,482,500		$	748		$	—		$	(9,076,559	)	$	(9,075,811	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

GENERATION ASIA I ACQUISITION LIMITED

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS



	For the Nine Months Ended September 30,
	2023			2022
Cash Flows from Operating Activities:
Net income	$	5,541,673		$	6,936,793
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investment held in Trust Account		(6,672,712	)		(1,543,404	)
Transaction costs incurred in connection with Initial Public Offering		—			1,004,142
Gain from debt forgiven		(126,472	)		—
Unrealized gain on fair value changes of warrants		293,504			(7,154,160	)
Changes in current assets and current liabilities:
Prepaid assets		332,275			(646,740	)
Accrued offering costs and expenses