CION Commits $25 Million Anchor as David’s Bridal Plans SPAC Listing for Pearl

The non-binding deal with K&F Growth Acquisition Corp. II would value the wedding-planning platform at about $350 million and hand it the David’s Bridal brand and intellectual property.

October 23, 2026

CION Investment Corporation, the NYSE-listed business development company that is the largest shareholder of David's Bridal, has proposed a $25 million anchor investment in a planned SPAC transaction that would turn Pearl, the retailer's AI-powered wedding planning, media, commerce and vendor marketplace division, into a standalone public company.

David's Bridal and K&F Growth Acquisition Corp. II, a Nasdaq-listed special purpose acquisition company, announced on October 22 that they had signed a non-binding letter of intent for the business combination. CION furnished the announcement to its own investors the same day.

The letter of intent values Pearl at a pro forma enterprise value of approximately $350 million, or about 9.3 times its projected 2027 EBITDA, assuming no K&F shareholders redeem their shares. It contemplates a $75 million PIPE financing, subject to upsize, with CION's proposed $25 million as the anchor commitment. That commitment remains subject to the negotiation of definitive documentation.

As part of the separation, Pearl would take ownership of the David's Bridal brand and intellectual property. It is expected to be debt-free once the combination closes, and the parties anticipate closing in the first half of 2027.

CION's Position

CION reported approximately $1.8 billion in total assets as of June 30, 2026. The BDC invests primarily in senior secured loans to U.S. middle-market companies and is advised by its affiliate CION Investment Management, LLC. Its ownership of David's Bridal dates to July 2023, when CION, then a secured lender to the retailer, acquired substantially all of its assets out of its second bankruptcy.

The proposed PIPE commitment would give CION a direct position in Pearl in addition to its holding in the parent. David's Bridal itself is expected to remain a material ongoing shareholder in Pearl after the separation. White & Case LLP is serving as legal advisor to David's Bridal, CION and Pearl, while Ellenoff Grossman & Schole LLP is advising K&F.

The commitment follows CION's July private placement of up to $60 million of senior unsecured notes, which the company tied to an effort to shift its borrowings toward unsecured debt and reduce leverage over several quarters.

What Pearl Does

Pearl currently operates under the names Pearl by David's and Pearl by David's Bridal. Its main products are:

• Pearl Planner, an AI-powered planning platform that uses couples' preferences to build personalized budgets, timelines, checklists and vendor recommendations.
• Pearl Connect, a software-as-a-service tool that combines lead management, automated communications and appointment scheduling for wedding vendors in one platform.
• A digital content network that includes LoveStoriesTV, original programming, YouTube channels, blogs and social media profiles, reaching 8 million followers and 30 million monthly viewers.

The company says those products support four revenue streams: advertising and media, vendor listings and subscriptions, commerce and marketplaces, and licensing and brand partnerships.

Pearl estimates that 90% of U.S. brides engage with its ecosystem. It also reports about 13 billion annual David's Bridal and Pearl brand impressions and interactions, and 60 million annual visitors to its e-commerce site. The company says this reach brings in couples who are already shopping and planning, which keeps its customer acquisition costs low, and that its AI draws on more than 200 first-party data attributes to target recommendations and connect vendors with qualified leads.

The release cites a Grand View Research estimate that the U.S. wedding industry is nearing $100 billion in annual market value this year, and Centers for Disease Control figures showing an estimated 2.1 million U.S. marriages in 2024. Pearl's forward-looking disclosures also mention plans to expand into the home and baby markets.

Projections Behind the Valuation

Pearl forecasts EBITDA margins above 30% in 2026 and projects revenue growth of more than 100% in 2027, to more than $85 million. It expects positive free cash flow in both years.

Those figures are unaudited projections prepared by Pearl's management in September 2026 or earlier, and they include non-GAAP measures. Neither Pearl's nor K&F's independent auditors have audited, reviewed or compiled them. The release also states that all information about David's Bridal and Pearl came solely from David's Bridal and has not been independently verified by K&F.

Leadership and Stores

Kelly Cook, chief executive officer of David's Bridal and with the company since 2019, is expected to become CEO of Pearl. She previously led large-scale transformations at Continental Airlines and DSW Designer Shoe Warehouse. Elina Vilk, who joined David's Bridal in 2024 and is its president and chief business officer, is expected to become Pearl's president. Vilk previously led marketing, digital and growth teams at Meta, PayPal, Hootsuite, WooCommerce and Visa.

The store business stays with David's Bridal. The company said its stores will operate as usual, with no change to appointments, products or services, and that Pearl and the retail business expect to sign long-term commercial agreements with each other.

The SPAC Timeline

K&F completed its initial public offering in February 2025, raising $287.5 million in gross proceeds. It is led by co-chief executive officers and co-chairmen Edward King and Dan Fetters, both former senior investment bankers at Morgan Stanley.

The SPAC's current deadline to complete its initial business combination is November 6, 2026. K&F shareholders will vote at an extraordinary general meeting on November 3 on an amendment that would push that date to February 7, 2028. The release states there is no assurance the extension will be approved or that public shareholders will not redeem their shares in connection with the vote. Because the $350 million valuation assumes no redemptions, the level of redemptions bears directly on the pro forma figures.

Any transaction remains subject to due diligence, a definitive agreement, board and shareholder approvals at both companies, regulatory approvals and other customary conditions. The risk factors listed in the release include the possibility that the parties fail to secure sufficient PIPE commitments. If a definitive agreement is signed, K&F and Pearl will file a registration statement on Form S-4 that includes a proxy statement and prospectus, and K&F has said it will file an investor presentation on the deal with the SEC.