--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-033361" form_type: "8-K" ticker: null cik: "0001852061" company_name: "Generation Asia I Acquisition Ltd" filed_at: "2023-07-18T23:59:59+00:00" generated_at: "2026-06-13T07:13:57.660401+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # GAQ shareholders approve extension to July 2024; 65% of public shares redeemed ## Summary - 14,230,271 Class A shares redeemed (~65% of IPO shares); only 7,699,729 remain outstanding. - Deadline to complete business combination extended monthly up to July 23, 2024. - Monthly extension payment reduced to lesser of $125,000 or $0.03 per public share. - Amended charter prevents business combination with entities having VIE exposure, >50% China revenue, or mainland China HQ. - Class B shares can now convert to Class A either at deal close or earlier at holder's option. ## SEC filing metadata - accession: 0000950170-23-033361 - form_type: 8-K - cik: 0001852061 - company_name: Generation Asia I Acquisition Ltd - filed_at: 2023-07-18T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 5.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1852061/000095017023033361/0000950170-23-033361-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1852061/000095017023033361/gaq-20230713.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-033361 - JSON: https://secwatch.observer/filing/0000950170-23-033361.json - Plain text: https://secwatch.observer/filing/0000950170-23-033361.txt ## Key facts - Governance Changes Generation Asia I Acquisition Ltd: Reduced the minimum voting threshold for a special resolution to amend pre-business combination provisions of the articles from 90% to two-thirds of members (effective 2023-07-18). - Change: charter amendment - Effective: 2023-07-18 source text: (d) to reduce the minimum voting threshold required for a special resolution to amend any provision of the Company’s Articles related to pre-business combination activity prior to the consummation of an initial business combination from 90% of the Company’s members, as being entitled to do so, voting in person or, where proxies are allowed, by proxy at a general meeting of the Company’s shareholders, to the minimum threshold required by the Companies Act (As Revised) of the Cayman Islands (being two-thirds of the Company’s members, as being entitled to do so, voting in person or, where proxies are allowed, by proxy at a general meeting of the Company’s shareholders) evidence_url: https://www.sec.gov/Archives/edgar/data/1852061/000095017023033361/0000950170-23-033361-index.htm - Governance Changes Generation Asia I Acquisition Ltd: Extended deadline for initial business combination from July 23, 2023 to July 23, 2024 and reduced monthly extension payment amount (effective 2023-07-18). - Change: charter amendment - Effective: 2023-07-18 source text: (a) (i) to extend the date by which the Company must consummate an initial business combination from July 23, 2023 to July 23, 2024, and (ii) to reduce the amount of monthly extension payments which the Company’s sponsor, Generation Asia LLC, or its affiliates or designees, must deposit into the trust account of the Company from $723,690 to an amount equal to the lesser of (x) $125,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding at that time for each one-month extension of the date by which the Company has to consummate an initial business combination evidence_url: https://www.sec.gov/Archives/edgar/data/1852061/000095017023033361/0000950170-23-033361-index.htm - Governance Changes Generation Asia I Acquisition Ltd: Provided that Class B ordinary shares may be converted into Class A ordinary shares at the time of the business combination or at any earlier date at the holder's option (effective 2023-07-18). - Change: charter amendment - Effective: 2023-07-18 source text: (c) to provide that the Class B ordinary shares, par value $0.0001 per share, of the Company may be converted into Class A ordinary shares, par value $0.0001 per share, of the Company either at the time of the consummation of an initial business combination or at any earlier date at the option of the holder thereof evidence_url: https://www.sec.gov/Archives/edgar/data/1852061/000095017023033361/0000950170-23-033361-index.htm - Governance Changes Generation Asia I Acquisition Ltd: Added restriction that the Company may not enter a business combination with an entity having principal business operations in Mainland China unless certain conditions regarding variable interest entities, revenue, and headquarters are met (effective 2023-07-18). - Change: charter amendment - Effective: 2023-07-18 source text: (b) to provide that the Company may not enter into a Business Combination with any entity with principal business operations in Mainland China unless such entity (i) has no material interests in or exposure to any "variable interest entities" as that term is used in the Accounting Standards Codification, (ii) has not more than 50% of its revenue from Mainland China, and (iii) has its headquarters in Hong Kong or any other location outside of Mainland China evidence_url: https://www.sec.gov/Archives/edgar/data/1852061/000095017023033361/0000950170-23-033361-index.htm - Material Agreements Generation Asia I Acquisition Ltd amended IMTA Amendment with Continental Stock Transfer & Trust Company (effective 2023-07-14). - Action: amendment - Counterparty: Continental Stock Transfer & Trust Company - Effective: 2023-07-14 source text: Following such approval by the Company’s shareholders, the Company and CST entered into the IMTA Amendment on July 14, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1852061/000095017023033361/0000950170-23-033361-index.htm - Shareholder Votes Generation Asia I Acquisition Ltd shareholders approved Trust Amendment Proposal at the 2023-07-23 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-23 source text: (5) The Trust Amendment Proposal : a proposal to amend, by way of ordinary resolution, by the affirmative vote of at least 65% of the votes cast of the then outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class, the Company’investment managements Investment Management Trust Agreement dated as of January 19, 2022 to, among other things, change the date by which the Company must consummate an initial business combination from July 23, 2023 to the monthly extended date or July 23, 2024, as the case may be, and amend other provisions of the Investment Management Trust Agreement related thereto (the “ Trust Amendment Proposal ” and together with the Extension Amendment Proposal, the Target Limitation Amendment Proposal, the Class B Conversion Amendment Proposal and the Articles Amendment Vote Proposal, the “ Proposals ”). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders: Fo evidence_url: https://www.sec.gov/Archives/edgar/data/1852061/000095017023033361/0000950170-23-033361-index.htm - Shareholder Votes Generation Asia I Acquisition Ltd shareholders approved Extension Amendment Proposal at the 2023-07-23 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-23 source text: (1) The Extension Amendment Proposal : a proposal to amend, by way of special resolution, the Company’s Amended and Restated Memorandum and Articles of Association, (a) to extend the date by which the Company must consummate an initial business combination from July 23, 2023 to July 23, 2024, and (b) to reduce the amount of monthly extension payments which the Company’s sponsor, Generation Asia LLC, or its affiliates or designees, must deposit into the trust account of the Company from $723,690 to an amount equal to the lesser of (x) $125,000 or (y) $0.03 per public share multiplied by the number of public shares outstanding at that time for each one-month extension of the date by which the Company has to consummate an initial business combination, which date may be extended by the Company either (i) pursuant to Article 49.7 of the Company’s Articles up to 12 times for an additional one month each time from July 23, 2023 until July 23, 2024 (which is a period of time ending 30 months f evidence_url: https://www.sec.gov/Archives/edgar/data/1852061/000095017023033361/0000950170-23-033361-index.htm - Shareholder Votes Generation Asia I Acquisition Ltd shareholders approved Class B Conversion Amendment Proposal. - Proposal: charter amendment - Outcome: passed source text: (3) The Class B Conversion Amendment Proposal : a proposal to amend, by way of special resolution, the Company’s Amended and Restated Memorandum and Articles of Association, to provide that the Class B Ordinary Shares may be converted into Class A Ordinary Shares either at the time of the consummation of an initial business combination or at any earlier date at the option of the holder thereof (the “ Class B Conversion Amendment Proposal ”). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders: For Against Abstain 26,505,282 185,703 810 evidence_url: https://www.sec.gov/Archives/edgar/data/1852061/000095017023033361/0000950170-23-033361-index.htm - Shareholder Votes Generation Asia I Acquisition Ltd shareholders approved Target Limitation Amendment Proposal. - Proposal: charter amendment - Outcome: passed source text: (2) The Target Limitation Amendment Proposal : a proposal to amend, by way of special resolution, the Company’s Amended and Restated Memorandum and Articles of Association, to provide that the Company may not enter into a Business Combination with any entity with principal business operations in Mainland China unless such entity (a) has no material interests in or exposure to any "variable interest entities" as that term is used in the Accounting Standards Codification, (b) has not more than 50% of its revenue from Mainland China, and (c) has its headquarters in Hong Kong or any other location outside of Mainland China (the “ Target Limitation Amendment Proposal ”). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders: For Against Abstain 26,506,092 185,703 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1852061/000095017023033361/0000950170-23-033361-index.htm - Shareholder Votes Generation Asia I Acquisition Ltd shareholders approved Articles Amendment Vote Proposal. - Proposal: charter amendment - Outcome: passed source text: (4) The Articles Amendment Vote Proposal : a proposal to amend, by way of special resolution, the Company’s Amended and Restated Memorandum and Articles of Association, to reduce the minimum voting threshold required for a special resolution to amend any provision of the Company’s Amended and Restated Memorandum and Articles of Association related to pre-business combination activity prior to the consummation of an initial business combination from 90% of the Company’s members, as being entitled to do so, voting in person or, where proxies are allowed, by proxy at a general meeting of the Company’s shareholders, to the minimum threshold required by the Companies Act (As Revised) of the Cayman Islands (being two-thirds of the Company’s members, as being entitled to do so, voting in person or, where proxies are allowed, by proxy at a general meeting of the Company’s shareholders) (the “ Articles Amendment Vote Proposal ”). The following is a tabulation of the votes with respect to this p evidence_url: https://www.sec.gov/Archives/edgar/data/1852061/000095017023033361/0000950170-23-033361-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.