David’s Bridal and K&F Growth Acquisition Corp. II signed a nonbinding letter of intent for a Pearl merger that would value the wedding business at about $350 million and take it public. The companies set that pro forma enterprise value in their Oct. 22 announcement, assuming no redemptions by K&F shareholders.
The parties are aiming to complete the transaction in the first half of 2027. They still need to finish due diligence, negotiate a definitive agreement and secure board, shareholder and regulatory approvals.
Pearl, now a David’s Bridal division, combines an AI wedding-planning service with software for vendors and a digital media business. The separation is intended to give Pearl a focused digital business while David’s Bridal strengthens its store business; the retailer says its stores and day-to-day operations will continue as usual. Pearl would own the David’s Bridal brand and intellectual property, while the retailer is expected to keep a material shareholding and long-term commercial ties.
David’s Bridal CEO Kelly Cook is expected to become Pearl’s CEO. Elina Vilk, David’s Bridal’s president and chief business officer, is expected to become Pearl’s president. Cook told CNBC that a public listing could help Pearl attract talent and give it more options to pursue growth.
The letter contemplates $75 million in private investment in public equity financing, with the amount subject to an increase. CION Investment Corporation, David’s Bridal’s largest shareholder, has proposed a $25 million anchor investment, subject to definitive documentation.
Pearl management forecasts an EBITDA margin above 30% in 2026 and revenue above $85 million in 2027 after growth of more than 100%. It projects positive free cash flow in both years and expects Pearl to have no debt after the combination. The forecasts are unaudited and were not audited, reviewed or compiled by Pearl’s or K&F’s independent auditors.
K&F shareholders are scheduled to vote at 11 a.m. ET on Nov. 3 on extending the SPAC’s deadline to complete a business combination from Nov. 6, 2026, to Feb. 7, 2028. K&F’s SEC proxy says the company would have to liquidate if shareholders reject the extension and it has not completed a transaction by the current deadline.
