[8-K] Bain Capital GSS Investment Corp. Reports Material Event

Rhea-AI Filing Summary

Bain Capital GSS Investment Corp. (BCSS), a blank check company, announced that holders of its units can begin separately trading the underlying securities as of November 20, 2025. Each unit consists of one Class A ordinary share and one-fifth of one redeemable warrant to purchase a Class A ordinary share.

Units will continue to trade on the NYSE under the symbol BCSS.U, while separated Class A ordinary shares will trade under BCSS and whole warrants will trade under BCSS.W. No fractional warrants will be issued, so only whole warrants will trade. Holders who wish to separate their units must have their brokers contact Continental Stock Transfer & Trust Company, the transfer agent. The company also issued a press release describing this change.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 20, 2025

Bain Capital GSS Investment Corp.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-42874		98-1853296
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

200 Clarendon Street Boston, Massachusetts		02116
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

+1 (617) 516-2000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant		BCSS.U		New York Stock Exchange
Class A ordinary shares included as part of the units		BCSS		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		BCSS.W		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01 Other Events.

On November 20, 2025, Bain Capital GSS Investment Corp. (the “Company”), a blank check company, announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and warrants included in the Units commencing on November 20, 2025. Each Unit consists of one Class A ordinary share and one-fifth of one warrant to purchase one Class A ordinary share. Any Units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “BCSS.U”. Any underlying Class A ordinary shares and warrants that are separated will trade on the NYSE under the symbols “BCSS” and “BCSS.W,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and warrants.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, November 20, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 20, 2025				BAIN CAPITAL GSS INVESTMENT CORP.
				By:		/s/ Patrick Dury
				Name:		Patrick Dury
				Title:		Chief Financial Officer

FAQ

What did Bain Capital GSS Investment Corp. (BCSS) announce in this 8-K?

Bain Capital GSS Investment Corp. announced that holders of its units may elect to separately trade the underlying Class A ordinary shares and warrants beginning November 20, 2025.

How are Bain Capital GSS Investment Corp. (BCSS) units structured?

Each unit consists of one Class A ordinary share, par value $0.0001 per share, and one-fifth of one redeemable warrant to purchase one Class A ordinary share.

What are the NYSE trading symbols for BCSS units, shares, and warrants?

The units trade on the NYSE under BCSS.U. After separation, the Class A ordinary shares trade under BCSS and the redeemable warrants trade under BCSS.W.

Will fractional warrants be issued when BCSS units are separated?

No fractional warrants will be issued upon separation of the units. Only whole warrants will be issued and will trade on the NYSE.

How can holders separate their BCSS units into shares and warrants?

Holders of units must have their brokers contact Continental Stock Transfer & Trust Company, the company’s transfer agent, to separate units into Class A ordinary shares and warrants.

What is the exercise price of the BCSS redeemable warrants?

Each whole redeemable warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share.

Did Bain Capital GSS Investment Corp. issue a press release about the unit separation?

Yes. A press release announcing the separate trading of the securities underlying the units is attached as Exhibit 99.1 to this report.