Bain Capital GSS Investment Corp. Schedule 13G/A amendment: Empyrean Capital Partners, LP and Mr. Amos Meron report beneficial ownership of 4,340,641 Class A ordinary shares, representing 9.26% of the class. The percentage is calculated using 46,900,000 Class A Ordinary Shares outstanding as of March 16, 2026, per the company's Form 10-K.
The filing states the reported shares are held directly by Empyrean Capital Overseas Master Fund, Ltd., with shared voting and dispositive power of 4,340,641 shares. The statement is signed by the reporting persons and includes a joint filing agreement.
Positive
None.
Negative
None.
Insights
Empyrean reports a significant passive stake just above 5% disclosure threshold.
The Schedule 13G/A shows 4,340,641 shares, or 9.26%, based on March 16, 2026 outstanding shares. The stake is held through Empyrean Capital Overseas Master Fund, Ltd., with shared voting and dispositive power reported.
Filing type and structure suggest an investor disclosure rather than a control intent; subsequent filings would show any change in ownership or voting alignment. Cash‑flow treatment and sale intentions are not included in the excerpt.
Key Figures
Shares beneficially owned:4,340,641 sharesPercent of class:9.26%Shares outstanding:46,900,000 shares+2 more
5 metrics
Shares beneficially owned4,340,641 sharesAmount beneficially owned reported in Schedule 13G/A
Percent of class9.26%Calculated using outstanding shares as of <date>March 16, 2026</date>
Shares outstanding46,900,000 sharesClass A Ordinary Shares outstanding as of <date>March 16, 2026</date>
CUSIPG0R78B106Identifier for Class A ordinary shares
Shared voting power4,340,641 sharesShared power to vote reported by the filers
"The filing is titled Schedule 13G/A and identified as an amendment"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedfinancial
"Item 4(a) states Amount beneficially owned: 4,340,641"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Item 4 lists Shared power to dispose: 4,340,641"
CUSIPmarket
"Class A ordinary shares, par value $0.0001 per share CUSIP G0R78B106"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
What stake does Empyrean Capital hold in Bain Capital GSS (BCSS)?
Empyrean Capital reports beneficial ownership of 4,340,641 shares, equal to 9.26% of Class A shares. This percentage uses a base of 46,900,000 shares outstanding as of March 16, 2026 from the company's Form 10-K.
Who filed the Schedule 13G/A for BCSS and in what capacity?
The filing was made by Empyrean Capital Partners, LP as investment manager and by Amos Meron as managing member. The shares are held directly by Empyrean Capital Overseas Master Fund, Ltd.
Does the filing indicate sole voting or dispositive power over the BCSS shares?
No. The filing reports 0 sole voting power and 4,340,641 shared voting and dispositive power, indicating the reported authority is shared rather than sole control.
What date is used to calculate the ownership percentage in the BCSS filing?
The ownership percentage is calculated using 46,900,000 Class A Ordinary Shares outstanding as of March 16, 2026, as disclosed in the company's Annual Report on Form 10-K.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Bain Capital GSS Investment Corp.
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G0R78B106
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G0R78B106
1
Names of Reporting Persons
Empyrean Capital Partners, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,340,641.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,340,641.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,340,641.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.26 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G0R78B106
1
Names of Reporting Persons
Amos Meron
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,340,641.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,340,641.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,340,641.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.26 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Bain Capital GSS Investment Corp.
(b)
Address of issuer's principal executive offices:
200 Clarendon Street, Boston, MA, 02116
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Empyrean Capital Partners, LP ("ECP"), a Delaware limited partnership, which serves as investment manager to Empyrean Capital Overseas Master Fund, Ltd. ("ECOMF"), a Cayman Islands exempted company, with respect to the Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of Bain Capital GSS Investment Corp. (the "Company") directly held by ECOMF;
(ii) Mr. Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Class A Ordinary Shares directly held by ECOMF.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Class A Ordinary Shares owned by another Reporting Person.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, L.P., 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067
(c)
Citizenship:
ECP - a Delaware limited partnership
Amos Meron - United States
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP No.:
G0R78B106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
4,340,641
(b)
Percent of class:
9.26 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
4,340,641
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
4,340,641
The ownership percentages reported in this Schedule 13G are based on 46,900,000 Class A Ordinary Shares outstanding as of March 16, 2026, as disclosed in the Company's Annual Report on Form 10-K for the quarter ended December 31, 2025, filed with the Securities and Exchange Commission on March 20, 2026.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
