EX-10.4





 Exhibit 10.4 

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this
“Agreement”), dated as of [•], 2021, is entered into by and between Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), and Generation Asia LLC, a Cayman Islands limited
liability company (the “Purchaser”). 
 WHEREAS, the Company intends to consummate an initial public offering of the
Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”), and
one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s registration statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number 333-[•] (the “Registration Statement”), under the
Securities Act of 1933, as amended (the “Securities Act”). 
 WHEREAS, the Purchaser has agreed to purchase an aggregate of
6,800,000 redeemable warrants (and up to 7,700,000 additional redeemable warrants if the underwriters in the Public Offering exercise their option to purchase additional units in full) (the “Private Placement Warrants”), each whole
Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, at a price of $1.00 per warrant, subject to adjustment. 

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows: 

AGREEMENT 

Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants. 

A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement
Warrants to the Purchaser. 
 B. Purchase and Sale of the Private Placement Warrants. 

(i) On the date of the consummation of the Public Offering (or on such earlier time and date as may be mutually agreed by the
Purchase and the Company) (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,800,000 Private Placement Warrants at a price of $1.00 per warrant for
an aggregate purchase price of $6,800,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $4,800,000 to the Company at a financial
institution to be chosen by the Company, and (ii) $2,000,000 to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in each case in accordance with the
Company’s wiring instructions, at least one (1) business day prior to the Initial Closing Date; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the
day following such wire payment. On the Initial Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on
such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. 












 (ii) On the consummation of each closing of the option to purchase
additional units, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Closing Date”, and each Option Closing Date (if
any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of up to 900,000 Private Placement Warrants (or, to the extent
the option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to
$900,000 (the “Option Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Trust Account, at least one
(1) business day prior to such Option Closing Date; provided, however, that the Option Purchase Price shall be reimbursed to the Purchaser if such Option Closing Date does not occur on the day following such wire payment. On the
Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the
Purchaser’s name to the Purchaser or effect such delivery in book-entry form. 
 C. Terms of the Private Placement Warrants. 

(i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and
a warrant agent prior to the Initial Closing Date, in connection with the Public Offering, the form of which is included as an exhibit to the Registration Statement (the “Warrant Agreement”). 

(ii) Prior to the Initial Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights
agreement, the form of which is included as an exhibit to the Registration Statement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser
relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants. 
 Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties
shall survive each Closing Date) that: 

  
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 A. Incorporation and Corporate Power. The Company is an exempted company duly
incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the
financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement. 

B. Authorization; No Breach. 

(i) The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by
the Company as of each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other
laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the
Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date. 

(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of
the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of each Closing
Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share
capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or
agency pursuant to the amended and restated memorandum and articles of association of the Company (in effect on the date hereof or as may be amended prior to completion of the Public Offering) or any material law, statute, rule or regulation to
which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws. 

C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon
registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the
Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s
register of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind,
other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions
of the Purchaser. 

  
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 D. Governmental Consents. No permit, consent, approval or authorization of, or
declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby. 

E. Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or
beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. 

Section 3. Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement
and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that: 

A. Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement. 
 B. Authorization; No Breach. 

(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in
equity or law). 
 (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance
with the terms hereof by the Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default under, (c) result in
the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require authorization, consent, approval, exemption or other action by or notice or
declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public
Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under
federal or state securities laws. 
 C. Investment Representations. 

(i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares
issuable upon such exercise (collectively, the “Securities”) for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


  
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 (ii) The Purchaser is an “accredited investor” as such term is
defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. 

(iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions
from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser
set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. 

(iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502(c) of Regulation D under the Securities Act. 
 (v) The Purchaser has been furnished with all
materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of
the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to the acquisition of the Securities. 
 (vi) The Purchaser understands that no
U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such
authorities passed upon or endorsed the merits of the offering of the Securities. 
 (vii) The Purchaser understands that:
(a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or
(2) sold in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under
the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (c) the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both
before and after a Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company and based on that position, Rule 144 adopted pursuant to the Securities Act will not
be available for resale transactions of Securities prior to a Business Combination and may not be available for resale transactions of Securities after a Business Combination. 

  
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 (viii) The Purchaser has such knowledge and experience in financial and
business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is
able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no
current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investment in the Securities. 

(ix) The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in
the Warrant Agreement. 
 Section 4. Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to
purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions: 

A. Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and
correct at and as of such Closing Date as though then made. 
 B. Performance. The Company shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date. 

C. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the
transactions contemplated by this Agreement or the Warrant Agreement. 
 D. Warrant Agreement and Registration and Shareholder Rights
Agreement. The Company shall have entered into the Warrant Agreement, substantially in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, substantially in the form of Exhibit B hereto, in each case on terms
satisfactory to the Purchaser. 
 Section 5. Conditions of the Company’s Obligations. The obligations of the Company to the
Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions: 
 A.
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made. 

B. Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date. 

  
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 C. Corporate Consents. The Company shall have obtained the consent of its Board of
Directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder. 

D. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the
transactions contemplated by this Agreement or the Warrant Agreement. 
 E. Warrant Agreement. The Company shall have entered into the
Warrant Agreement. 
 Section 6. Survival of Representations and Warranties. All of the representations and warranties contained
herein shall survive each Closing Date. 
 Section 7. Definitions. Terms used but not otherwise defined in this Agreement shall
have the meaning assigned to such terms in the Registration Statement. 
 Section 8. Miscellaneous. 

A. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign
this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation, one or more of its members). 

B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of
this Agreement. 
 C. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need
contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. 
 D.
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall
be by way of example rather than by limitation. 
 E. Governing Law. This Agreement shall be deemed to be a contract made under the
laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York. 

  
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 F. Amendments. This Agreement may not be amended, modified or waived as to any
particular provision, except by a written instrument executed by all parties hereto. 
 G. Counterpart Originals. The words
“execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic
signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping
system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. 

[Signature pages to follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of
the date first set forth above. 
  

			
	COMPANY:
	
	GENERATION ASIA I ACQUISITION LIMITED
		
	By:	 	  

		 	Name:
		 	Title:
	
	PURCHASER:
	
	GENERATION ASIA LLC
		
	By:	 	  

		 	Name:
		 	Title:



  
 [Signature Page to
Warrants Purchase Agreement] 













 EXHIBIT A 

Warrant Agreement 
  

  
 Exhibit A-1 













 EXHIBIT B 

Registration and Shareholder Rights Agreement 
  

  
 Exhibit B-1