K&F Growth II Signs LOI to Combine with David's Bridal's Pearl at $350M EV
KFII is trading near its 52-week low of $10.12 (5.9% above the low) on elevated volume (6.9× avg).
Summary
K&F Growth Acquisition Corp. II signed a non-binding LOI to combine with Pearl, David's Bridal's AI wedding-planning platform, at a ~$350 million enterprise value with a contemplated $75 million PIPE. Pearl projects 2027 revenue growth of more than 100% to in excess of $85 million, positive free cash flow in 2026 and 2027, and is expected to be debt-free after the combination. The deal is far from closed and depends on the November 3 extension vote to survive past the November 6 deadline.
Updated with an SEC 425 filing · What changed
Updates
· SEC 425 — Pearl projects 2027 revenue growth of more than 100% to in excess of $85 million and positive free cash flow in 2026 and 2027, and is expected to be debt-free after the combination.
Key Events · M&A and Partnerships · KFII
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Updated · · SEC 425
Pearl Projections Are Management Forecasts
Pearl forecasts greater than 30% EBITDA margins in 2026 and revenue growth of more than 100% in 2027 to in excess of $85 million, with positive free cash flow in 2026 and 2027, and Pearl is expected to be debt-free after the combination; the projections are unaudited and have not been reviewed by either company's auditors.
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LOI Signed for Pearl Combination
A non-binding letter of intent, as amended October 21, 2026, to combine K&F with Pearl, the wedding planning, media and commerce division of David's Bridal, which would be separated and become a public company.
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Deal Valued at $350M Enterprise Value
Pro forma enterprise value of approximately $350 million, or approximately 9.3x Pearl's projected 2027 EBITDA, assuming no K&F shareholder redemptions.
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$75M PIPE With CION Anchor
Contemplated $75 million PIPE, subject to upsize, including a proposed $25 million anchor investment from CION Investment Corporation, David's Bridal's largest shareholder, subject to definitive documentation.
Analysis · KFII · Real Estate & Construction
Here is the deal K&F needed: a non-binding LOI to merge with Pearl, David's Bridal's AI-powered wedding planning platform, at a ~$350 million pro forma enterprise value (about 9.3x projected 2027 EBITDA). The timing is tight. K&F must consummate a business combination by November 6, 2026 unless shareholders approve an extension at the November 3 vote, and the trust has been draining. What would keep cash in the combined company after redemptions is the contemplated $75 million PIPE, with a proposed $25 million anchor from CION (David's Bridal's largest shareholder). Nothing is signed: the LOI is non-binding, and a definitive agreement, S-4, shareholder approvals and regulatory clearances all remain. Closing is targeted for the first half of 2027 — well past the current deadline, which is why the extension vote matters. Pearl's projections (>30% 2026 EBITDA margin, 2027 revenue growth of more than 100% to in excess of $85 million, positive free cash flow in 2026 and 2027) are management forecasts, unaudited and unverified by K&F, and Pearl is expected to be debt-free after the combination.
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 $10.12 to $10.72. This filing was assessed with positive market sentiment and an importance score of 9 out of 10.