K&F Growth Acquisition II Corp (KFII) News & EventsKFIIK&F Growth Acquisition II Corp

David's Bridal and K&F Enter Business Combination Intent, Valued at Approximately $350M

David's Bridal and K&F Growth Acquisition Corp. II announced the entry into a non-binding letter of intent regarding a proposed business combination that would result in Pearl, a premier AI-powered wedding planning, media, commerce and vendor marketplace platform and a current division of David's Bridal, becoming a standalone, pure-play online ecosystem and a publicly traded company. As part of the proposed business combination, David's Bridal plans to separate out Pearl, resulting in Pearl owning David's Bridal's brand and intellectual property, building on David's Bridal's 75-year heritage in the wedding industry. The contemplated separation is intended to create a focused and fast-growing operating model for Pearl and strengthen the David's Bridal retail store business, improving the customer experience and thereby creating strategic benefits across physical and digital guest experiences. Pearl and the David's Bridal retail store business expect to execute long-term, commercial agreements and relationships that are meant to drive additional growth across both businesses -- further, David's Bridal is expected to remain a material ongoing shareholder in Pearl. David's Bridal's stores remain unaffected and will operate as usual, with no disruption to day-to-day operations, appointments, products, services or the guest experience. The planned separation is designed to unlock new growth opportunities for both businesses while preserving the trusted David's Bridal shopping experience that millions of brides and guests rely on, in stores and online. Pearl is expected to be led by a highly experienced executive team coming from David's Bridal with decades of collective retail, technology, digital innovation, marketing and financial expertise. Kelly Cook, currently the CEO of David's Bridal, who has been with the company since 2019, is expected to be CEO of Pearl following the proposed business combination. Ms. Cook has led large-scale transformations at companies including Continental Airlines and DSW Designer Shoe Warehouse. Elina Vilk, currently president and chief business officer of David's Bridal, is expected to be President of Pearl. Vilk is a technology industry veteran who previously led marketing, digital and growth teams at Meta, PayPal, Hootsuite, WooCommerce and Visa. The parties have agreed on certain key terms of the proposed business combination and executed a non-binding LOI. The non-binding LOI contemplates separating Pearl into a standalone business unit that will enter into a business combination with K&F and values Pearl at a pro forma enterprise value of approximately $350M, or approximately 9.3 times Pearl's projected 2027 EBITDA, assuming no redemptions by K&F shareholders. The parties expect to announce additional details regarding the proposed business combination when a definitive agreement is executed. The parties currently anticipate closing the transaction in the first half of 2027. No assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transactions would be subject, among other matters, to the completion of due diligence, the negotiation of a definitive agreement, board and shareholder approval of both companies, regulatory approvals and other customary conditions. The LOI contemplates a PIPE financing of $75M, subject to upsize. CION Investment Corporation, David's Bridal's largest shareholder, has proposed to invest $25M as an anchor investor, subject to the negotiation of definitive documentation. As previously announced, K&F is holding its extraordinary general meeting on November 3, 2026, to vote to amend K&F's amended and restated memorandum and articles of association to extend the date by which K&F has to consummate an initial business combination from November 6, 2026 to February 7, 2028. No assurances can be made that K&F will obtain such extension or that its public shareholders will not redeem their shares in connection with the vote to approve such extension.