David’s Bridal, K&F Growth Acquisition II Sign LOI To Take AI-Powered Wedding Platform Pearl Public In Proposed SPAC Deal

Proposed business combination would establish Pearl as a standalone public company, acquiring David’s Bridal’s intellectual property and bringing together wedding inspiration, planning, media, commerce and vendors in one integrated ecosystem

• Unmatched Bridal Market Access: Approximately 90% of U.S. brides engage with Pearl’s1 ecosystem.
• Large-Scale Market Opportunity: The U.S. wedding services market is nearing an estimated $100 billion in 2026.
• Scaled Platform: Pearl’s planned separation is expected to accelerate growth and innovation through its proprietary AI technology, scalable, pure-play online business model and continued synergistic relationship with David’s Bridal’s established physical retail business.
• High-Growth, Highly Profitable Business Model: Pearl is forecasted to generate greater than 30% EBITDA margins in 2026, and projects revenue growth of more than 100% in 2027 to in excess of $85 million.
• Compelling Transaction Value: Proposed transaction values Pearl at a pro forma enterprise value of $350 million and contemplates a $75 million PIPE, which includes a proposed $25 million anchor investment from CION Investment Corporation, David’s Bridal’s largest shareholder.

David’s Bridal, Inc. ("David’s Bridal") and K&F Growth Acquisition Corp. II (NASDAQ:KFII, KFIIU, KFIIR)) ("K&F"), a special purpose acquisition company, today announced the entry into a non-binding letter of intent ("LOI") regarding a proposed business combination (the "proposed business combination") that would result in Pearl1 ("Pearl" or the "Company"), 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 chief executive officer of David’s Bridal, who has been with the company since 2019, is expected to be Chief Executive Officer 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 (having joined in 2024), 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.