Bain Capital GSS Investment Corp-A美股招股说明书(2025-09-30版)

Bain Capital GSS Investment Corp. 40,000,000 Units Bain Capital GSS Investment Corp. is a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purposeof effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which werefer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated anysubstantive discussions, directly or indirectly, with any business combination target. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassA ordinary share, par value $0.0001 and one-fifth of one redeemable warrant. Accordingly, unless you purchase four public units, you will not be able to receive or trade a whole warrant. Each whole warrant entitlesthe holder thereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The warrantswill become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial businesscombination or earlier upon redemption or liquidation of the company, as described in this prospectus. Subject to the terms and conditions described in this prospectus,we may redeem the warrants for cash once the warrants become exercisable. The underwriters have a45-dayoption from the date of this prospectus to purchase up to6,000,000 additional public units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassA ordinary shares upon the completion of our initial businesscombination at aper-shareprice, payable in cash, equal to the aggregate amount then on deposit in our trust account calculated as of two business days prior to theconsummation of the initial business combination, including interest earned on the funds held in the trust account (net of amounts withdrawn or eligible to be withdrawnto pay our taxes), divided by the number of then-outstanding public shares. As further described in this prospectus, our amended and restated memorandum and articlesof association will provide that a public shareholder, together with any affiliate or any other person with whom such shareholder is acting in concert or as a “group” (asdefined under Section13 of the Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more thanan aggregate of 15% of the public shares sold in this offering, without our prior consent. If (i)we do not consummate an initial business combination within 24 monthsfrom the closing of this offering (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement forour initial business combination within 24 months from the closing of this offering, which we refer to as the completion window), or (ii)our board of directors approvesan earlier liquidation, then in either case we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. We mayseek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initialbusiness combination. If we seek shareholder approval for an extension, and the related amendments are implemented by the directors, holders of our public shares willbe offered an opportunity to redeem their shares. Our sponsor, Bain Capital GSS Investment Sponsor LLC, has agreed to purchase an aggregate of 900,000 private placement units at a price of $10.00 per unit, foran aggregate purchase price of $9,000,000 in a private placement that will close simultaneously with the closing of this offering. We refer to these units throughout thisprospectus as the private placement units and we refer to the Class A ordinary shares and warrants included in the private placement units as the private placementsshares and the private placement warrants, respectively. Each private placement warrant, upon aggregation of the fractional private placement warrants contained in eachprivate placement unit, is exercisable to purchase one whole ClassA ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations asdescribed herein. The private placement warrants are identical to the warrants sold in this offering, subject to certain limited exceptions, as described in this prospectus.None of the private placement warrants will be redeemable by us. Each private placement share included in each private placement unit will not have any redemptionrights or be entitled to liquidating distributions from the trust account if we fail to consummate an initia