Bain Capital GSS Investment Corp. 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations References to the “Company,” “Bain Capital GSS Investment Corp.,” “our,” “us” or “we” refer to Bain Capital GSS Investment Corp. References to our “management” or our “management team” refer to our officers and directors, and references to our “sponsor” refer to Bain Capital GSS Investment Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report. Overview We are a newly organized blank check company incorporated on March 24, 2025 as a Cayman Islands exempted company formed for the purpose of effectuating an initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the private placement of the Private Placement Units (as defined below), the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. 62 On October 1, 2025, we consummated our initial public offering of 46,000,000 units, which included the full exercise by the underwriter of its over-allotment option in the amount of 6,000,000 units, at $10.00 per unit, generating gross proceeds of $460,000,000. Simultaneously with the closing of the initial public offering, we consummated the sale of 900,000 Private Placement units, at a price of $10.00 per Private Placement unit, in a private placement to the sponsor, generating gross proceeds of $9,000,000. We incurred transaction costs amounting to $23,835,700, consisting of $7,000,000 of cash underwriting fee (net of $1,000,000 underwriter’s reimbursement), $16,100,000 of deferred underwriting fee, and $735,700 of other offering costs. Upon the closing of the initial public offering and the Private Placement, approximately $460.0 million ($10.00 per unit) of the net proceeds of the initial public offering and certain of the proceeds of the Private Placement were placed in a Trust Account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invests only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the Trust Account as described below. Our management has broad discretion with respect to the specific application of the net proceeds of the initial public offering and the sale of private placement units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the prospective partner company or otherwise acquires a controlling interest in the prospective party company sufficient for it not to be required to register as an investment company under the Investment Company Act. If we are unable to complete a Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate a Business Combination within the Combination Period. As of December 31, 2025, we held cash of $784,949, current liabilities of $291,711, and deferred underwriting fees payable of $16,100,000. Further, we expect to continue to incur significant costs in the pursuit of our initial business combination. We cannot assure our public shareholders that our plans to complete an initial business combination will be successful. Results of Operations We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from March 24, 2025 (inception) through December 31, 2025 were organizational activities and identifying and evaluating a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We will generate non-operating income in the form of interest and dividend income on cash and investments held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence. 63 For the period from March 24, 2025 (inception) through December 31, 2025, we had a net income of $4,259,585, which consists of interest income on cash held in Trust Account of $4,648,083, offset by general and administrative costs of $388,498. Liquidity, Capital Resources and Going Concern On October 1, 2025, we consummated the initial public offering of 46,000,000 units, which includes the full exercise by the underwriter of its over-allotment option in the amount of 6,000,000 units, at $10.00 per unit, generating gross proceeds of $460,000,000. Simultaneously with the closing of the initial public offering, we consummated the sale of 900,000 Private Placement units, at a price of $10.00 per Private Placement unit, in a private placement to the sponsor, generating gross proceeds of $9,000,000. Following closing of the initial public offering, and the sale of the Private Placement units, a total of $460,000,000 was placed in the Trust Account. We incurred transaction costs amounting to $23,835,700, consisting of $7,000,000 of cash underwriting fee (net of $1,000,000 underwriter’s reimbursement), $16,100,000 of deferred underwriting fee, and $735,700 of other offering costs. For the period from March 24, 2025 (inception) through December 31, 2025, net cash used in operating activities was $543,284. Net income of $4,259,585 was offset by interest earned from the interest-bearing demand deposit account of $4,648,083, payment of general and administrative costs through promissory note – related party of $40,380, payment of formation costs through issuance of Class B ordinary shares of $10,188 and changes in operating assets and liabilities, which used $205,354 of cash from operating activities. As of December 31, 2025, we had cash held in Trust Account of $464,648,083 to be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and/or held as cash or cash items (including in demand deposit accounts). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. As of December 31, 2025, we had cash of $784,949. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination company at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement units. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, members of our management team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Financial Presentation-Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the audited financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. 64 Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of December 31, 2025. Contractual Obligations Underwriting Agreement The underwriter was paid a cash underwriting discount of $0.20 per unit, or $8,000,000 in the gross aggregate (or $7,000,000 net of the $1,000,000 underwriter’s reimbursement), upon the closing of the initial public offering and full exercise of the over-allotment option. In addition, $0.35 per unit, or $16,100,000 in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred underwriting commission will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement. Critical Accounting Estimates The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of December 31, 2025, we did not have any critical accounting estimates to be disclosed. Item 7A. Quantitative and Qualitative Disclosures about Market Risk This item is not applicable as we are a smaller reporting company. Item 8. Financial Statements and Supplementary Data This information appears following Item 15 of this Report and is included herein by reference. 65 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.