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Fort Baker Capital Management LP and related entities have disclosed a significant passive stake in Bain Capital GSS Investment Corp. (BCSS). They report beneficial ownership of 2,779,646 Class A ordinary shares, representing 5.9% of the class, with shared voting and dispositive power over all reported shares.
The percentage is calculated using 46,900,000 Class A ordinary shares outstanding as of November 13, 2025, as stated in the issuer’s Form 10-Q. The filers state the shares were acquired and are held in the ordinary course of business and not for influencing control of the company.
FAQ
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What ownership stake in BCSS does Fort Baker Capital report on this Schedule 13G?
Fort Baker Capital Management LP and related entities report beneficial ownership of 2,779,646 Class A ordinary shares of BCSS, representing 5.9% of that class. They have shared voting and shared dispositive power over these shares, with no sole voting or sole dispositive authority reported.
Which entities and individual are the reporting persons in the BCSS Schedule 13G?
The reporting persons are Fort Baker Capital Management LP, Fort Baker Capital, LLC, and Steven Patrick Pigott. Fort Baker Capital Management LP directly holds the shares, Fort Baker Capital, LLC is its general partner, and Steven Patrick Pigott is the limited partner and Chief Investment Officer associated with these holdings.
How was the 5.9% ownership percentage in BCSS calculated by Fort Baker Capital?
The 5.9% beneficial ownership figure is based on 46,900,000 Class A ordinary shares outstanding as of November 13, 2025. That outstanding share count comes from Bain Capital GSS Investment Corp.’s Form 10-Q, filed on November 14, 2025, and is used as the denominator for the calculation.
Is Fort Baker Capital seeking to influence control of Bain Capital GSS Investment Corp.?
The reporting persons certify the securities were acquired and are held in the ordinary course of business, not to change or influence control of Bain Capital GSS Investment Corp. They also state the holdings are not in connection with any control-related transaction or activist nomination, except as allowed under specific proxy rules.
Do the reporting persons consider themselves a group with respect to their BCSS holdings?
Fort Baker Capital Management LP, Fort Baker Capital, LLC, and Steven Patrick Pigott are filing jointly but expressly state they are not members of a group. Each reporting person also disclaims beneficial ownership of the securities except to the extent of that person’s pecuniary interest in the BCSS shares.
What voting and dispositive powers do the reporting persons have over BCSS shares?
Each reporting person shows zero sole voting and dispositive power, but 2,779,646 shares of shared voting and shared dispositive power. This means decisions on voting and selling the BCSS Class A ordinary shares are made jointly among them rather than by any one party acting alone.
Fort Baker Capital Management LP
Steven Patrick Pigott
Fort Baker Capital, LLC
(b)
Address or principal business office or, if none, residence:
The principal business address of each reporting person is 700 Larkspur Landing Circle, Suite 275, Larkspur, CA 94939.
(c)
Citizenship:
Fort Baker Capital Management LP: Delaware Limited Partnership
Steven Patrick Pigott: Citizen of the United States
Fort Baker Capital, LLC: Delaware Limited Liability Company
(d)
Title of class of securities:
Class A Ordinary Shares, $0.0001 par value
(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:
Reference is hereby made to Items 5-9 of this Schedule, which Items are incorporated by reference herein.
Fort Baker Capital Management LP directly holds 2,779,646 Class A ordinary shares. Steven Patrick Pigott acts as Limited Partner/Chief Investment Officer for Fort Baker Capital Management LP. Fort Baker Capital, LLC acts as General Partner for Fort Baker Capital Management LP.
The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein.
The calculation of percentage of beneficial ownership in Item 11 was derived from the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2025, in which the Issuer stated that the number of Class A ordinary shares outstanding was 46,900,000 as of November 13, 2025.
(b)
Percent of class:
Fort Baker Capital Management LP: 5.9%
Steven Patrick Pigott: 5.9%
Fort Baker Capital, LLC: 5.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Fort Baker Capital Management LP: 0
Steven Patrick Pigott: 0
Fort Baker Capital, LLC: 0
(ii) Shared power to vote or to direct the vote:
Fort Baker Capital Management LP: 2,779,646
Steven Patrick Pigott: 2,779,646
Fort Baker Capital, LLC: 2,779,646
(iii) Sole power to dispose or to direct the disposition of:
Fort Baker Capital Management LP: 0
Steven Patrick Pigott: 0
Fort Baker Capital, LLC: 0
(iv) Shared power to dispose or to direct the disposition of:
Fort Baker Capital Management LP: 2,779,646
Steven Patrick Pigott: 2,779,646
Fort Baker Capital, LLC: 2,779,646
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.
Not Applicable
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.
