Business Description

We are a newly organized blank check company incorporated on March 24, 2025 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our “initial business combination” or our “business combination”. Our sponsor, Bain Capital GSS Investment Sponsor LLC, is a Delaware limited liability company that was formed for the sole purpose of holding securities in the U.S. and providing certain services pursuant to the administrative services and indemnification agreement, as further described herein. Our sponsor is controlled by our controlling members. As of the date hereof, other than our controlling members, no person or entity has a direct or indirect material interest in our sponsor. As of the date hereof, our controlling members initially own equal percentages of an indirect interest in 100% of the membership interests in our sponsor (which represent the economic rights attributable to the private placement units and founder shares), but it is expected that such indirect interest will be allocated to other senior members of Bain from time to time. The controlling members of the sponsor are partners of Bain Capital Special Situations, or “BCSS.” BCSS is in turn an affiliate of Bain Capital, a global alternative investment firm with over $185 billion in assets under management as of December 31, 2025. Since its founding in 1984, Bain Capital has employed a strategic, analytical approach to identify attractive investment opportunities and partner with management teams to transform and improve their businesses across a range of sectors and industries. Over the past four decades, Bain Capital has expanded this investment philosophy across asset classes and geographies, building a multi-strategy platform with deep domain expertise, a global sourcing engine, and a consistent track record of value creation. Bain Capital’s platform spans multiple investment strategies including Private Equity, Credit, Special Situations, Public Equity, Real Estate, Ventures, and Life Sciences, among others. With more than 820 investment professionals across offices on four continents, the firm brings global reach and deep sector expertise to bear across its investments. BCSS, which is our sponsor’s affiliated platform, is a distinct and independently managed business unit with over $22 billion in assets under management. BCSS employs a flexible investment strategy focused on delivering bespoke capital solutions to companies, entrepreneurs, and asset owners. The platform combines proprietary sourcing and deep diligence to underwrite to a variety of capital needs, such as growth and expansion, balance sheet optimization, and strategic repositioning. The team’s extensive experience stretches across private and public markets, including PIPEs, control and non-control equity investments, and public equity positions. Active value creation post-investment is a hallmark of the BCSS platform—the team partners closely with management and draws on a dedicated group of experienced operators to accelerate execution and drive long-term growth. The BCSS team includes over 140 dedicated professionals across 16 global offices. Approximately two-thirds of the team is focused on deal sourcing, diligence and execution and one-third of the team is focused on value creation post-investment, continuing Bain Capital’s heritage of hands-on operational engagement. BCSS also benefits from deep integration within the broader Bain Capital ecosystem, which has deployed billions across hundreds of transactions worldwide, pairing financial capital with operational expertise, governance support, and long-term alignment. Its global sourcing model draws on the firm’s longstanding relationships with executives, corporates, advisors, and intermediaries, shared research capabilities, deep vertical expertise, and a culture of cross-platform collaboration. Bain Capital GSS Investment Corp. will benefit significantly from this infrastructure to find and secure exclusive access to compelling opportunities. While we may pursue an acquisition opportunity in any business, industry, sector, or geographical location, we intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business.…