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                                                            April 24, 2025

Samuel Chau
Chief Executive Officer
Generation Essentials Group
66 rue Jean-Jacques Rousseau
75001 Paris, France

       Re: Generation Essentials Group
           Registration Statement on Form F-4
           Filed April 11, 2025
           333-286501
Dear Samuel Chau:

       We have reviewed your registration statement and have the following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form F-4 filed April 11, 2025
Cover Page

1.     Please revise your outside front cover page of the prospectus to include
the
       requirements called for by Item 1602(a)(4) of Regulation S-K. In this
regard, we note
       your dilution table on page 36. Please revise your dilution table, and
similarly your
       pro forma ownership table to include quartile intervals based on
percentages of the
       maximum redemption threshold.
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
Ownership of TGE After the Closing, page 36

2.     We note your response to our prior comment 1. Please revise your table
here and in
       your Questions and Answers section to include the beneficial owners of
TGE Class A,
       Class B, and Preferred shares so that it is clear to investors who the
controlling
       shareholders of the surviving company will be. In this regard, we note
your disclosure
 April 24, 2025
Page 2

       on your cover page that "AMTD Group Inc. will beneficially own 94.4%,
96.2%, and
       97.8% of the total voting power of the outstanding TGE Shares."
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
Dilution, page 37

3.     Please tell us, and revise your disclosure to explain, how you
calculated the net
       tangible book value at or above which the potential dilution results in
pro forma net
       tangible book value per share, as adjusted being at least $10.00 per
share.
Item 21. Exhibits and Financial Statement Scheduels
Exhibit 5.1, page II-2

4.     The legal opinion of Conyers Dill & Pearman Pte. Ltd. does not appear to
reflect the
       securities to be registered on the resale prospectus. Please have
counsel file a revised
       opinion that reflects the resale prospectus, confirm that the resale
securities will be
       opined on in Exhibit 5.2, or advise.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Stephany Yang at 202-551-3167 or Hugh West at
202-551-3872 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Bradley Ecker at 202-551-4985 or Erin Purnell at 202-551-3454 with any
other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Manufacturing
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