K&F Growth Acquisition Corp. II (Nasdaq: KFII) has entered into a non-binding letter of intent (LOI) with Pearl, the wedding planning, media, and commerce division of David’s Bridal, Inc. The proposed transaction would result in Pearl becoming a standalone, publicly traded company following a business combination with K&F.
Under the terms outlined in the amended LOI, David’s Bridal plans to separate Pearl from its operations. Pearl would acquire David’s Bridal’s intellectual property and brand, while the physical retail business of David’s Bridal would continue to operate independently. The two entities are expected to execute long-term commercial agreements to drive growth across both businesses.
According to the press release, Pearl is an AI-powered ecosystem that connects couples with wedding vendors. The company reports that approximately 90% of U.S. brides engage with its platform. Pearl’s digital content network reaches 30 million monthly viewers and boasts 8 million social media followers. The company projects revenue growth of more than 100% in 2027 to exceed $85 million, with greater than 30% EBITDA margins forecasted for 2026.
The proposed transaction values Pearl at a pro forma enterprise value of approximately $350 million. The agreement includes a $75 million private investment in public equity (PIPE) financing, subject to an upsize. David’s Bridal’s largest shareholder, CION Investment Corporation, has proposed a $25 million anchor investment in the PIPE.
Kelly Cook, currently the CEO of David’s Bridal, is expected to serve as CEO of Pearl following the transaction. Elina Vilk, currently President and Chief Business Officer of David’s Bridal, is expected to become President of Pearl. The parties anticipate closing the transaction in the first half of 2027, subject to the negotiation of a definitive agreement and the satisfaction of customary closing conditions, including regulatory approvals and board and shareholder approvals.
