K&F Growth II's 425 Filing Lays Out Pearl Deal Terms: $350M EV, $75M PIPE, 9.3x 2027E EBITDA
KFII is trading near its 52-week low of $10.125 (5.9% above the low) on elevated volume (6.4× avg).
Summary
K&F Growth II's 425 filing details its non-binding LOI to merge with David's Bridal's Pearl at a $350 million enterprise value, with a $75 million PIPE and a projected 9.3x 2027E EBITDA multiple. The deal hinges on the November 3 extension vote, since K&F's trust expires November 6.
Key Events · M&A and Partnerships · KFII
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Pearl LOI Terms Quantified
A non-binding LOI, amended October 21, 2026, values Pearl at a $350 million pro forma enterprise value and $250 million pre-money equity value, or about 9.3x projected 2027 EBITDA assuming no K&F redemptions.
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$75M PIPE With CION Anchor
The contemplated $75 million PIPE, subject to upsize, includes a proposed $25 million anchor investment from CION Investment Corporation, David's Bridal's largest shareholder, subject to definitive documentation.
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Pro Forma Cap Table and Dilution
At zero redemptions the presentation shows 55.2 million total shares, $552 million equity value and $359 million enterprise value; public holders would own 19%, the sponsor 26%, and CION/DBI 56%. Sponsor shares reflect forfeitures of up to 2.8 million shares.
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Pearl Growth Projections
Pearl forecasts 2026E revenue of $42 million at a 31% EBITDA margin, 2027E revenue of $85-95 million (more than 100% growth) at a 40% margin, and roughly 75% 2028E revenue growth, with positive free cash flow and no debt after closing.
Analysis · KFII · Real Estate & Construction
Hard numbers now sit behind the Pearl LOI announced today, courtesy of this Rule 425 filing: a $350 million pro forma enterprise value, a $250 million pre-money equity value, and a $75 million PIPE anchored by a proposed $25 million from CION. At 9.3x 2027E EBITDA, Pearl screens well below the 12.2x-19.7x range for peer groups, with 2027E revenue of $85-95 million and 40% EBITDA margins. None of it exists, however, unless shareholders approve the extension on November 3 — K&F's trust runs out November 6, and the LOI is non-binding with a definitive agreement and S-4 still to come. Heavy dilution for non-redeeming public holders is another feature of the pro forma cap table: at zero redemptions public holders own 19%, the sponsor 26%, and CION/DBI 56%.
How filings like this one have moved
In the 30 days to Oct 22, 2026, 46.1% of the 282 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.53%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, KFII was trading at $10.72 on NASDAQ in the Real Estate & Construction sector, with a market capitalization of approximately $420.8M. The 52-week trading range was $10.13 to $10.72. This filing was assessed with positive market sentiment and an importance score of 9 out of 10.