Director Ruchit Shah reports 30,000 Class B shares in Bain Capital GSS (BCSS)

Rhea-AI Filing Summary

Bain Capital GSS Investment Corp. director Ruchit Shah filed an initial ownership report showing beneficial ownership of derivative securities tied to Class A ordinary shares. He purchased 30,000 Class B ordinary shares for aggregate consideration of $65.22.

These Class B shares have no expiration date and will automatically convert into Class A ordinary shares on a one-for-one basis at the time of the company’s initial business combination, subject to anti-dilution adjustments.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shah Ruchit

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2026

3. Issuer Name and Ticker or Trading Symbol
Bain Capital GSS Investment Corp. [ BCSS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares, par value $0.0001 per share	(1)	(1)	Class A ordinary shares, par value $0.0001 per share	30,000	(1)	D

Explanation of Responses:

1. Pursuant to the Issuer's amended and restated memorandum and articles of association, the Class B ordinary shares have no expiration date and will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis subject to adjustment pursuant to certain anti-dilution rights. The reporting person purchased 30,000 Class B ordinary shares for the aggregate consideration of $65.22.

	/s/ Ruchit Shah	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What does the Form 3 filing for Bain Capital GSS (BCSS) disclose?

The Form 3 discloses that director Ruchit Shah beneficially owns 30,000 Class B ordinary shares of Bain Capital GSS Investment Corp. These shares automatically convert into Class A ordinary shares on a one-for-one basis at the initial business combination, subject to anti-dilution adjustments.

How many shares does Bain Capital GSS (BCSS) director Ruchit Shah own?

Director Ruchit Shah reports beneficial ownership of 30,000 Class B ordinary shares. According to the filing, these Class B shares will convert into an equal number of Class A ordinary shares at the time of the company’s initial business combination, subject to specified anti-dilution rights.

What price did Ruchit Shah pay for his Bain Capital GSS (BCSS) Class B shares?

The filing states that Ruchit Shah purchased 30,000 Class B ordinary shares for aggregate consideration of $65.22. This reflects a very low effective price per share, typical of sponsor or founder shares associated with a special purpose acquisition company structure.

How do Bain Capital GSS (BCSS) Class B shares convert into Class A shares?

The Class B ordinary shares automatically convert into Class A ordinary shares at the time of Bain Capital GSS Investment Corp.’s initial business combination. The conversion is on a one-for-one basis, subject to adjustment under certain anti-dilution rights specified in the company’s governing documents.

Does the Form 3 for Bain Capital GSS (BCSS) involve an options or warrant grant?

No, the Form 3 describes Class B ordinary shares that function as founder shares, not options or warrants. These Class B shares have no expiration date and will convert into Class A ordinary shares at the initial business combination, according to the memorandum and articles of association.

What is the role of Ruchit Shah at Bain Capital GSS (BCSS)?

The filing identifies Ruchit Shah as a director of Bain Capital GSS Investment Corp. His Form 3 serves as an initial statement of beneficial ownership, reporting his holdings of Class B ordinary shares that will convert into Class A ordinary shares in the future.