Bain Capital GSS Investment Corp. (BCSS) appoints Michael Purves independent director

Rhea-AI Filing Summary

Bain Capital GSS Investment Corp. reported that its board of directors has appointed Michael E. Purves as an independent director, effective December 18, 2025. He will also serve on the company’s Audit Committee, Compensation Committee and Nominating Committee, giving him a key role in financial oversight, pay decisions and board governance.

Purves, age 61, is the Chief Executive Officer of Tallbacken Capital Advisors, LLC, a firm he has managed and operated since 2019, and he has more than 27 years of financial services experience. He holds a BA from Columbia University and an MBA from the Wharton School of the University of Pennsylvania. The filing states that he owns 30,000 Class B ordinary shares of the company, and the board has determined he is independent with no material interests in related party transactions under Regulation S-K Rule 404(a).

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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):

December 19, 2025 (December 18, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On December 18, 2025, the board of directors (the “Board”) of Bain Capital GSS Investment Corp. (the “Company”) appointed Michael E. Purves to the Board to serve as an independent director of the Board, effective immediately. Mr. Purves will also serve on the Company’s Audit Committee, Compensation Committee and Nominating Committee of the Board.

Mr. Purves, 61, is the Chief Executive Officer of Tallbacken Capital Advisors, LLC, which he has managed and operated since 2019. Mr. Purves has over 27 years of financial services experience and spent the first 12 years of his career in investment banking. Mr. Purves received a BA from Columbia University and an MBA from the Wharton School of the University of Pennsylvania.

Mr. Purves owns 30,000 Class B ordinary shares of the Company.

There is no arrangement or understanding between Mr. Purves and any other person pursuant to which Mr. Purves was selected as a director. The Board has determined that Mr. Purves is independent and has no material direct or indirect interest in a related party transaction, which requires disclosure pursuant to Rule 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
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.

Dated: December 19, 2025				BAIN CAPITAL GSS INVESTMENT CORP
				By:		/s/ Patrick Dury
				Name:		Patrick Dury
				Title:		Chief Financial Officer

FAQ

What board change did Bain Capital GSS Investment Corp. (BCSS) disclose?

The company disclosed that its board appointed Michael E. Purves as an independent director, effective December 18, 2025.

What committees will Michael E. Purves serve on at Bain Capital GSS Investment Corp. (BCSS)?

Michael E. Purves will serve on the Audit Committee, Compensation Committee and Nominating Committee of the board.

What is Michael E. Purves’s professional background relevant to BCSS?

Michael E. Purves is the Chief Executive Officer of Tallbacken Capital Advisors, LLC, which he has managed since 2019, and he has over 27 years of financial services experience.

How many shares of Bain Capital GSS Investment Corp. does Michael E. Purves own?

The filing states that Michael E. Purves owns 30,000 Class B ordinary shares of Bain Capital GSS Investment Corp.

Is Michael E. Purves considered independent under Bain Capital GSS Investment Corp.’s governance standards?

The board determined that Michael E. Purves is independent and has no material direct or indirect interest in any related party transaction requiring disclosure under Regulation S-K Rule 404(a).

Does Michael E. Purves have any arrangements that led to his selection as a director of BCSS?

The company stated there is no arrangement or understanding between Michael E. Purves and any other person pursuant to which he was selected as a director.