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 September 25, 2025
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance Office of Real
Estate & Construction 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Benjamin Holt
    Pamela Long

 Re:
 Bain Capital GSS Investment Corp.
  Registration Statement on Form S-1, as amended
  Registration No. 333-290126
 Dear Sir or Madam: Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, as representative of the several underwriters, hereby joins in the request of Bain Capital GSS Investment Corp. that the
effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Standard Time on September 29, 2025, or as soon thereafter as practicable.
 Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the
preliminary prospectus. The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. * * *
 [ Signature Page Follows ]

 Very truly yours,

 CITIGROUP GLOBAL MARKETS INC.

 As Representative of the several underwriters

 By:

 /s/ Joshua Howard

 Name:

 Joshua Howard

 Title:

 Vice President, Global Asset Managers

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 Bain Capital GSS Investment Corp.
 200 Clarendon Street
 Boston, Massachusetts 02116
 September 25, 2205 Division of Corporation Finance
 U.S. Securities and Exchange Commission 100 F Street, N.E.
 Washington, D.C. 20549-3628

 Attn:
 Mr. Benjamin Holt
 Ms. Pamela Long
 Mr. Frank Knapp
 Ms. Jennifer Monick

 Re:
 Bain Capital GSS Investment Corp.
 Registration Statement on Form S-1
 Registration No. 333-290126 Dear
Mr. Holt Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the effective date for
the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Standard Time on September 29, 2025 or as soon thereafter as is practicable. By separate letter, the underwriters of the
issuance of the securities being registered join in this request for acceleration. Please do not hesitate to contact Derek J. Dostal of Davis
Polk & Wardwell LLP at (212) 450-4322 with any questions or comments with respect to this letter.
 *** [ Signature Page
Follows ]

 Sincerely,

 Bain Capital GSS Investment Corp.

 By:

 /s/ Patrick Dury

 Name: Patrick Dury

 Title:  Chief Financial Officer
 Via EDGAR CC: Angelo
Rufino, Chief Executive Officer, Bain Capital GSS Investment Corp. Derek J. Dostal, Davis Polk & Wardwell LLP
 Christian O. Nagler, Kirkland & Ellis LLP

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 Derek Dostal
 +1 212 450 4322
 derek.dostal@davispolk.com

 Davis Polk &
Wardwell LLP 450 Lexington Avenue
 New York, NY 10017
 davispolk.com

 September 17, 2025

 Re:
 Bain Capital GSS Investment Corp.
 Registration Statement on Form S-1
 Submitted September 9, 2025
 CIK No. 0002064355 U.S. Securities and
Exchange Commission Division of Corporation Finance Office
of Real Estate & Construction 100 F Street, N.E.
 Washington, D.C. 20549

 Attn:
 Benjamin Holt
 Pamela Long Frank Knapp
 Jennifer Monick Ladies and Gentlemen:
 On behalf of our client, Bain Capital GSS Investment Corp. (the “ Company ”), this letter sets forth the Company’s responses to the
comments provided by the staff (the “ Staff ”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission relating to the Company’s Registration Statement on
 Form S-1 (the “ Registration Statement ”) contained in the Staff’s letter dated September 16, 2025 (the “ Comment Letter ”). In response to the comments set
forth in the Comment Letter, the Company has revised the Draft Registration Statement and is publicly filing the Registration Statement (the “ Registration Statement ”) together with this response letter. The Registration Statement
also contains certain additional updates and revisions. For the convenience of the Staff, each comment from the Comment Letter is restated in italics
prior to the response to such comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to pages and captions in the Registration Statement.
 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.
 Response: The Company respectfully acknowledges the Staff’s comment and notes that the dilution table included in the Registration Statement does
not reflect any increase or decrease in the size of the offering from the base deal size of $400 million shown in the Registration Statement. Instead, the table contemplates the existence of the over-allotment option granted to the underwriters
in the offering and shows two possible scenarios—no exercise of that over-allotment option and exercise in full—where the “no exercise” scenario reflects a forfeiture of 1.5 million Class B ordinary shares in order
to maintain the 20% interest of the Class B shareholders in the aggregate. The dilution table is adjusted for various potential redemption scenarios, starting with no redemptions and moving to 100% redemptions for the public Class A
shareholders. Since the redemptions affect only the Class A ordinary shares that are held by public investors, there is no impact on the number of Class B ordinary shares outstanding. If the offering size is changed before effectiveness of
the Registration Statement, the Company would update the dilution disclosure to give effect to a greater or lesser number of Class B ordinary shares outstanding (as applicable) to maintain that 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 with the amounts in the row for assuming full exercise of over-allotment option. Please revise or advise.
 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the Form S-1 disclosure for this comment.

 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. Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure in the Registration Statement on page 111 to address this comment.
 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.
 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that Davis Polk has revised its legal opinion set forth
in Exhibit 5.1 to address this comment.

 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 ach party thereto.” Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that both Davis Polk and Maples have revised their
legal opinions set forth in Exhibits 5.1 and 5.2, respectively, to address this comment. Please do not hesitate to contact me at (212) 450-4322 or derek.dostal@davispolk.com if you have any questions regarding the foregoing or if we can provide any additional information.

 Very truly yours,

 /s/ Derek Dostal

 Derek Dostal

 cc
 Angelo Rufino, Chief Executive Officer, Bain Capital GSS Investment Corp
 Jenelle DeVits, Associate General Counsel, North America Special Situations, Bain Capital
 Christian O. Nagler, Kirkland & Ellis LLP

<DOCUMENT>
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<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
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 Derek Dostal +1 212 450 4322
 derek.dostal@davispolk.com 

 Davis Polk & Wardwell LLP
 450 Lexington Avenue New York, NY 10017
 davispolk.com
 September 9, 2025

 Re: Bain Capital GSS Investment Corp.
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted August 1, 2025
 CIK No. 0002064355
 U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Real Estate &
Construction 100 F Street, N.E. Washington, D.C. 20549

 Attn:
 Benjamin Holt

  
 Pamela Long

  
 Frank Knapp

  
 Jennifer Monick
 Ladies and Gentlemen: On behalf of our client, Bain Capital GSS
Investment Corp. (the “ Company ”), this letter sets forth the Company’s responses to the comments provided by the staff (the “ Staff ”) of the Division of Corporation Finance of the U.S. Securities and
Exchange Commission relating to the Company’s Draft Registration Statement on Form S-1 (the “ Draft Registration Statement ”) contained in the Staff’s letter dated
August 11, 2025 (the “ Comment Letter ”). In response to the comments set forth in the Comment Letter, the Company has revised the Draft Registration Statement and is publicly filing the Registration Statement (the
“ Registration Statement ”) together with this response letter. The Registration Statement also contains certain additional updates and revisions.
 For the convenience of the Staff, each comment from the Comment Letter is restated in italics prior to the response to such comment. All references to
page numbers and captions (other than those in the Staff’s comments) correspond to pages and captions in the Registration Statement.
 Amendment No. 1 to Draft Registration Statement on Form S-1 submitted August 1, 2025
 Compensation of Sponsor, Sponsor’s Affiliates and Directors and Officers, page 15

 1.
 We acknowledge your response to prior comment 2. Please further revise here and on the cover page to
disclose that additional shares may be issued for no additional consideration to the sponsor, affiliates or promoters in the event of an increase in the size of the offering in order to maintain a founder share interest of 20%. Also disclose whether
and the extent to which such securities issuances may result in a material dilution of the purchasers’ equity interests. See Items 1602(a)(3) and 1602(b)(6) of Regulation S-K.

 Response:
 The Company respectfully acknowledges the Staff’s comments and advises the Staff that it has revised the
disclosure on the cover page and in the “Compensation of Sponsor, Sponsor’s Affiliates and Directors and Officers” disclosure on page 15.

 The Offering, page 21

 2.
 We note your disclosure on page 21 that the number of warrants to be outstanding after this offering and the
sale of private placement units in a private placement simultaneously with this offering is 12,500,000. Please revise the number of warrants for accuracy. .

 Response:
 The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the
disclosure, which is currently on page 22 of the Registration Statement to address the Staff’s comment. Please do not hesitate to
contact me at (212) 450-4322 or derek.dostal@davispolk.com if you have any questions regarding the foregoing or if we can provide any additional information.
 Very truly yours, /s/ Derek Dostal
 Derek Dostal

 cc
 Angelo Rufino, Chief Executive Officer, Bain Capital GSS Investment Corp

  
 Jenelle DeVits, Associate General Counsel, North America Special Situations, Bain Capital

  
 Christian O. Nagler, Kirkland & Ellis LLP

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<TEXT>
 August 11, 2025

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

 Re: Bain Capital GSS Investment Corp.
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted August 1, 2025
 CIK No. 0002064355
Dear Angelo Rufino:

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

 Please respond to this letter by providing the requested information
and either
submitting an amended draft registration statement or publicly filing your
registration
statement and non-public draft submissions on EDGAR. 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our July 10, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted August 1,
2025
Compensation of Sponsor, Sponsor's Affiliates and Directors and Officers, page
15

1. We acknowledge your response to prior comment 2. Please further revise
here and on
 the cover page to disclose that additional shares may be issued for no
additional
 consideration to the sponsor, affiliates or promoters in the event of an
increase in the
 size of the offering in order to maintain a founder share interest of
20%. Also disclose
 whether and the extent to which such securities issuances may result in
a material
 dilution of the purchasers' equity interests. See Items 1602(a)(3) and
1602(b)(6) of
 Regulation S-K.
 August 11, 2025
Page 2

The Offering, page 21

2. We note your disclosure on page 22 that the number of warrants to be
outstanding
 after this offering and the sale of private placement units in a private
placement
 simultaneously with this offering is 12,500,000. Please revise the number
of warrants
 for accuracy.
 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>
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<TEXT>
 July 10, 2025

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

 Re: Bain Capital GSS Investment Corp.
 Draft Registration Statement on Form S-1
 Submitted June 13, 2025
 CIK No. 0002064355
Dear Angelo Rufino:

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

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted June 13, 2025
Summary
Our Sponsor, page 2

1. We note your disclosure that your sponsor is an affiliate of BCSS, which
is an affiliate
 of Bain Capital, and that you discuss the investment strategies of each.
Please revise
 disclosure here and on page 120 to identify the controlling persons of
your sponsor
 and disclose the persons who have direct and indirect material interests
in your
 sponsor and the nature and amount of their interests. Please also
clarify what material
 roles and responsibilities BCSS and Bain have in directing and managing
your
 activities, and address their experience in organizing special purpose
acquisition
 companies and the extent to which they are involved in other special
purpose
 acquisition companies. See Items 1603(a)(3), (4), and (7) of Regulation
S-K.
 July 10, 2025
Page 2

Compensation of Sponsor, Sponsor's Affiliates and Directors and Officers, page
15

2. Please revise your tabular disclosure to include the repayment of up to
$300,000 in
 loans made to you by your sponsor, the consideration given for the
private placement
 units, and the founder shares transferred to each of your two
independent director
 nominees prior to this offering. Please also disclose that additional
shares may be
 issued for no additional consideration to the sponsor, affiliates or
promoters in the
 event of an increase in the size of the offering and upon conversion at
the time of an
 initial business combination, in each case in order to maintain a
founder share interest
 of 20%. Make similar disclosure on the cover page, and to the extent you
have not
 already done so, disclose whether and the extent to which such
securities issuances
 may result in a material dilution of the purchasers' equity interests.
See Items
 1602(a)(3) and 1602(b)(6) of Regulation S-K.
The Offering
Founder shares, page 26

3. Please revise, here or elsewhere in the Summary or The Offering sections
as
 appropriate, to disclose, if true, that as long as the sponsor holds
founder shares or
 private placement units, it will be entitled to nominate three
individuals for
 appointment to your board of directors upon and following consummation
of an initial
 business combination, as you discuss on page 162 and elsewhere.
Founder shares conversion and anti-dilution rights, page 30

4. Please revise, here and elsewhere as appropriate, to clarify whether any
redemptions
 of Class A ordinary shares prior to or in connection with an initial
business
 combination will be subtracted in the calculation of the anti-dilution
adjustment.
 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
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