KING OF PRUSSIA, PA — David’s Bridal is seeking to take its digital wedding-planning business, Pearl, public through a proposed $350 million merger with K&F Growth Acquisition Corp. II (Nasdaq: KFII), separating its technology and media operations from its retail stores while pursuing $75 million in financing to support the transaction.
The King of Prussia-based bridal retailer and the special purpose acquisition company have signed a nonbinding letter of intent outlining the transaction, which would establish Pearl as an independently traded company. The parties anticipate completing the deal in the first half of 2027, subject to a definitive agreement, regulatory approvals and shareholder votes.
Under the proposal, Pearl would acquire David’s Bridal’s brand and intellectual property, while the retailer would retain a significant ownership stake in the newly public company. The two businesses expect to maintain long-term commercial agreements linking Pearl’s digital services with David’s Bridal’s physical stores.
David’s Bridal said its retail locations would continue operating without changes to appointments, merchandise or customer services.
The proposed transaction values Pearl at approximately 9.3 times its projected 2027 earnings before interest, taxes, depreciation and amortization, assuming no redemptions by K&F shareholders.
Pearl forecasts revenue growth exceeding 100% in 2027, reaching more than $85 million, and expects EBITDA margins above 30% in 2026. The company also projects positive free cash flow in both years and expects to have no debt following the transaction.
Those financial estimates are projections rather than reported results, and the proposed valuation depends on assumptions underlying the transaction.
The financing plan includes a contemplated $75 million private investment in public equity, or PIPE, that could be increased. CION Investment Corporation (NYSE: CION), David’s Bridal’s largest shareholder, has proposed contributing $25 million as an anchor investor, subject to definitive documentation.
The transaction would move David’s Bridal’s digital wedding services into a separate public company while retaining commercial ties to the retailer’s established customer base and brand.
Pearl operates an artificial intelligence-powered wedding-planning platform, vendor management software, digital media properties and online commerce services. Its revenue model encompasses advertising, vendor subscriptions, marketplace transactions, licensing and brand partnerships.
The company’s Pearl Planner platform generates personalized budgets, timelines, checklists and vendor recommendations based on information supplied by couples. Pearl Connect provides vendors with customer communications, lead management and appointment scheduling tools.
Pearl also operates a digital content network that includes LoveStoriesTV, video programming, blogs and social media channels. The company reports 30 million monthly viewers and eight million social media followers across those properties.
According to Pearl, approximately 90% of U.S. brides engage with its broader ecosystem, which includes David’s Bridal, while its e-commerce platform receives approximately 60 million annual visitors.
The company also reports roughly 13 billion annual brand impressions and interactions across Pearl and David’s Bridal. Its technology uses more than 200 customer data attributes to personalize recommendations and connect prospective customers with wedding vendors.
Pearl is positioning the platform to capture spending across a U.S. wedding services market estimated by Grand View Research to approach $100 billion in 2026.
Kelly Cook, David’s Bridal’s current chief executive officer, is expected to become Pearl’s CEO following the transaction. Cook joined David’s Bridal in 2019 and previously held leadership positions at Continental Airlines and DSW Designer Shoe Warehouse.
Elina Vilk, David’s Bridal’s president and chief business officer, is expected to become Pearl’s president. Vilk joined the retailer in 2024 after holding marketing and digital leadership positions at companies including Meta, PayPal, Hootsuite, WooCommerce and Visa.
“Pearl pairs longstanding relationships across the wedding industry with an asset-light software and media monetization model,” stated Edward King, co-chief executive officer of K&F.
The transaction remains preliminary, with the parties required to complete due diligence and negotiate a binding agreement before proceeding.
K&F also faces a separate shareholder vote on November 3 to extend its deadline for completing an initial business combination from November 6, 2026, to February 7, 2028.
Approval of that extension is not guaranteed, and K&F shareholders may elect to redeem their shares in connection with the vote. Redemptions could affect the capital available for the proposed merger.
The companies have not committed to completing the transaction, and its valuation, financing structure and anticipated closing date remain subject to further negotiations and approvals.
White & Case LLP is advising David’s Bridal, Pearl and CION, while Ellenoff, Grossman & Schole LLP is representing K&F.
K&F plans to provide additional transaction information, including an investor presentation, through a Form 8-K filing with the Securities and Exchange Commission. The filing will be available through the SEC’s website at www.sec.gov.
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