SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

UPLOAD Filing

Bain Capital GSS Investment Corp.
Date: Sept. 16, 2025 · CIK: 0002064355 · Accession: 0000000000-25-010017

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-290126

Date
September 16, 2025
Author
Division of
Form
UPLOAD
Company
Bain Capital GSS Investment Corp.

Letter

Re: Bain Capital GSS Investment Corp. Registration Statement on Form S-1 Filed September 9, 2025 File No. 333-290126 Dear Angelo Rufino:

September 16, 2025

Angelo Rufino Chief Executive Officer Bain Capital GSS Investment Corp. 200 Clarendon Street Boston, MA 02116

We have reviewed your registration statement and have the following comments.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed September 9, 2025 Cover page

1. We note that you revised disclosure in response to prior comment 1 to state that if you change the size of the offering, the adjustment to the number of Class B shares to maintain a 20% interest would maintain the same relative dilution from Class B ordinary shares prior to any increase or decrease in offering size. Please explain how this is consistent with the information in the dilution table, which demonstrates that greater dilution occurs when more shares are sold in the offering where the Class B shares are adjusted to maintain the 20% interest. Dilution, page 110

2. We note your table that illustrates the difference between the public offering price per unit and your NTBV per share here and on the cover page. It appears that you have transposed the amounts in the row for assuming no exercise of over-allotment option September 16, 2025 Page 2

with the amounts in the row for assuming full exercise of over-allotment option. Please revise or advise. 3. We note your revisions to your table at the top of page 112. Please further revise certain amounts in the row labeled 'Ordinary shares offered and sale of private placement units' for accuracy, or advise. Exhibits

4. Please have counsel revise the legal opinion filed as Exhibit 5.1 to cover all of the warrants being registered under the registration statement. In this regard, we note that the opinion covers only 8,000,000 warrants, but you are registering 9,200,000 warrants. 5. Please have counsel revise the legal opinion filed as Exhibit 5.1 to remove inappropriate assumptions. More specifically, we note that the opinion assumes the warrant agreement "is a valid, binding and enforceable agreement of each party thereto." Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Frank Knapp at 202-551-3805 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact Benjamin Holt at 202-551-6614 or Pamela Long at 202-551-3765 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Derek Dostal

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 16, 2025

Angelo Rufino
Chief Executive Officer
Bain Capital GSS Investment Corp.
200 Clarendon Street
Boston, MA 02116

 Re: Bain Capital GSS Investment Corp.
 Registration Statement on Form S-1
 Filed September 9, 2025
 File No. 333-290126
Dear Angelo Rufino:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed September 9, 2025
Cover page

1. We note that you revised disclosure in response to prior comment 1 to
state that if you
 change the size of the offering, the adjustment to the number of Class B
shares to
 maintain a 20% interest would maintain the same relative dilution from
Class B
 ordinary shares prior to any increase or decrease in offering size.
Please explain how
 this is consistent with the information in the dilution table, which
demonstrates that
 greater dilution occurs when more shares are sold in the offering where
the Class B
 shares are adjusted to maintain the 20% interest.
Dilution, page 110

2. We note your table that illustrates the difference between the public
offering price per
 unit and your NTBV per share here and on the cover page. It appears that
you have
 transposed the amounts in the row for assuming no exercise of
over-allotment option
 September 16, 2025
Page 2

 with the amounts in the row for assuming full exercise of over-allotment
option.
 Please revise or advise.
3. We note your revisions to your table at the top of page 112. Please
further revise
 certain amounts in the row labeled 'Ordinary shares offered and sale of
private
 placement units' for accuracy, or advise.
Exhibits

4. Please have counsel revise the legal opinion filed as Exhibit 5.1 to
cover all of the
 warrants being registered under the registration statement. In this
regard, we note that
 the opinion covers only 8,000,000 warrants, but you are registering
9,200,000
 warrants.
5. Please have counsel revise the legal opinion filed as Exhibit 5.1 to
remove
 inappropriate assumptions. More specifically, we note that the opinion
assumes the
 warrant agreement "is a valid, binding and enforceable agreement of each
party
 thereto." Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Frank Knapp at 202-551-3805 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Pamela Long at 202-551-3765
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Derek Dostal
</TEXT>
</DOCUMENT>