K&F Growth Acquisition Corp. II 8-K, filed Oct 22, 2026
K&F Growth Acquisition Corp. II (KFII)
About this 8-K
K&F Growth Acquisition Corp. II filed this 8-K on October 22, 2026, reporting on events of October 21, 2026.
K&F Growth Acquisition Corp. II entered an amended non-binding letter of intent with David’s Bridal for a combination with Pearl, which would become a standalone public company valued at approximately $350 million, with closing anticipated in the first half of 2027. AI summary
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
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area code:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| of the initial business combination | The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01. Regulation FD Disclosure.
On October 22, 2026, the K&F Growth Acquisition Corp. II (the “Company”) and David’s Bridal, Inc (“David’s Bridal”) issued a joint press release announcing that they had entered into an amended letter of intent (the “LOI”), as amended on October 21, 2026, which amended the original letter of intent dated September 11, 2026, related to a potential business combination between the Company and Pearl, the wedding planning, media and commerce division of David’s Bridal (the “Target”). A copy of the press release is attached as Exhibit 99.1 hereto.
Furnished as Exhibit 99.2 hereto and incorporated by reference herein is an investor presentation that the Company and David’s Bridal have prepared.
On October 22, 2026, CNBC published an article on www.cnbc.com relating to the press release. The article is being furnished as Exhibit 99.3 hereto.
The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.
Item 8.01 Other Events
On October 21, 2026, the Company entered into the LOI with David’s Bridal regarding a proposed business combination between the Company and the Target, pursuant to which the Target will be legally separated from David’s Bridal and will become a public company. The terms of the transaction are subject to further negotiation and execution of a business combination agreement and other definitive documentation.
No assurances can be made that the Company and the Target will successfully negotiate and enter into a definitive agreement, or that the proposed business combination will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to completion of due diligence, the negotiation of a definitive agreement providing for the proposed business combination and other definitive documentation, satisfaction of the conditions negotiated therein, board and equity holder approval, regulatory approvals and other customary closing conditions.
Additional Information about the Potential Business Combination and Where to Find It
This current report on Form 8-K is provided for information purposes only and contains information with respect to a potential business combination between the parties described herein. If the parties enter into definitive documentation regarding a business combination, the Company and Pearl (together, the “Parties”) will be required to file a registration statement on Form S-4 (which will include a preliminary proxy statement of the Company and when available, a definitive proxy statement and final prospectus (the “Proxy Statement/Prospectus”)) and other relevant documents with the Securities and Exchange Commission (the “SEC”), to be used at the meeting of shareholders to approve the potential business combination and as the prospectus related to the offer of the securities to be issued by the resulting entity to be formed pursuant to the potential business combination (together with its subsidiaries, the “Combined Company”) in connection with the potential business combination. After the registration statement is declared effective, the Company will mail a definitive proxy statement/prospectus and a proxy card relating to the potential business combination to its shareholders as of a record date to be established for voting on the potential business combination. This current report on Form 8-K does not contain all of the information that should be considered concerning the potential business combination between the parties and is not intended to form the basis of any investment decision or any other decision in respect of the potential business combination. Shareholders and other interested persons are urged to read the Proxy Statement/Prospectus (including any amendments or supplements thereto) and any other relevant documents filed with the SEC in their entirety when they become available because they will contain important information about Pearl, the Company and the potential business combination. Such registration statement may modify and supersede in its entirety any information in this current report on Form 8-K, which is preliminary. Shareholders will be able to obtain a free copy of the Proxy Statement/Prospectus (when filed), as well as other filings containing information about Pearl, the Company and the potential business combination, at the SEC’s website located at www.sec.gov.
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The Company filed a definitive proxy statement (the “Extension Proxy Statement”) with the SEC and mailed the same to the Company shareholders on or about October 16, 2026 in connection with the Company’s solicitation of proxies for the vote by the Company shareholders to approve an amendment to its amended and restated memorandum and articles of association to extend the date by which the Company must consummate an initial business combination (the “Extension”). The Company may also file other relevant documents regarding the Extension with the SEC. This current report on Form 8-K does not contain all the information that should be considered concerning the Extension and is not intended to form the basis of any investment decision or any other decision in respect of the Extension. Before making any voting or investment decision, investors, security holders of the Company and other interested persons are urged to read the Extension Proxy Statement and any amendments or supplements thereto when available in connection with the Company’s solicitation of proxies for its extraordinary meeting of shareholders to be held to approve the Extension, because these documents will contain important information about the Company and the Extension.
Participants in the Solicitation
The Company, David’s Bridal and Pearl and their respective directors, managers and executive officers, under SEC rules, may be deemed participants in the solicitation of proxies of the Company’s shareholders in connection with the potential business combination and/or in connection with the Extension. A list of the names of such directors and executive officers and information regarding their interests in the potential business combination will be included in the registration statement to be filed in connection with the potential business combination when available. A description of the interests of the Company’s directors and executive officers in the Company is contained in the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Directors, Executive Officers and Corporate Governance” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 27, 2026, each of which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of the Company’s shareholders in connection with the business combination will be set forth in the Registration Statement, when available. To the extent that holdings of the Company’s securities have changed from the amounts reported in the Company’s filings with the SEC, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
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Forward-Looking Statements
This current report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the Parties, David’s Bridal and the potential business combination, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the Company, David’s Bridal, Pearl, the Combined Company, the potential business combination and statements regarding the anticipated benefits and timing of the completion of the potential business combination, the assets held by Pearl and by the Combined Company, E-Commerce ecosystems, Artificial Intelligence (“AI”) trends, the anticipated business of the Combined Company, Pearl and the markets in which they operate, planned business strategies, including, without limitation, Pearl’s plans to transition its business into a standalone entity and to expand into the home and baby markets, plans and use of proceeds, objectives of management for future operations of Pearl, expected operating costs of the Combined Company and its subsidiaries, the upside potential and opportunity for investors, the Combined Company and Pearl’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, technological and market trends, future financial condition and performance and expected financial impacts of the potential business combination, the satisfaction of closing conditions to the potential business combination and the level of redemptions of the Company’s public shareholders, and the Parties’ respective or collective expectations, intentions, strategies, assumptions, or beliefs about future events, results of operations, or performance as well as all statements or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions; but this current report on Form 8-K may include other forward-looking information and data that are not preceded by any of the foregoing words. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual results or future events to differ materially from the forward-looking statements in this current report on Form 8-K, including, but not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the negotiations and any subsequent definitive agreements with respect to the potential business combination or any financing transaction; the possibility that the terms and conditions set forth in any definitive agreements with respect to the potential business combination may differ materially from the terms and conditions set forth in the letter of intent; the risk that parties may not agree to the definitive documentation with respect to a potential business combination or financing transaction; the risk that the potential business combination may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities; the risk that the potential business combination may not be completed by the Company’s business combination deadline; the risk that the Company’s public shareholders may elect to redeem their public shares in connection with a shareholder vote to the extend the period of time the Company has to complete its initial business combination and in connection with a shareholder vote to approve the potential business combination; the risk of failure by the Parties to satisfy the conditions to the consummation of the potential business combination, including securing sufficient commitments for investment in a PIPE and the approval of the Company’s shareholders; the failure of the Combined Company to obtain or maintain the listing of its securities on the Nasdaq Stock Market or New York Stock Exchange prior to or after closing of the potential business combination; the outcome of any legal proceeding that is ongoing or may be instituted against the parties following the announcement of the potential business combination, any financing transaction and any definitive agreements with respect thereto; costs related to the potential business combination; changes in business, market, financial, political and regulatory conditions; inflation, recession and changes in interest rates; risks relating to the Combined Company’s or Pearl’s anticipated profitability, operations and business, including, without limitation, Pearl’s plans to transition its business into a standalone entity (including, without limitation, the costs, timeline and risks associated therewith); risks related to increased competition in the industries in which the Combined Company and Pearl will operate and into which they plan to expand; risks related to the Combined Company’s products and services or enhancements to those products and services; risks related to potential decreases in demand for the Combined Company’s products or services; the Combined Company’s dependence on key personnel; risks that, after consummation of the potential business combination, the Combined Company and Pearl experience difficulties managing their growth, expanding operations, or executing their strategies; the heavy reliance of the Combined Company on information systems and technology and the impact of potentially failing to develop or failing to continue to improve technology; risks associated with cybersecurity threats, attacks or incidents; risks associated with the continued development of AI systems; public health events and governmental and societal responses to those events; the outcome of any potential legal proceedings that may be instituted against the Company, David’s Bridal, the Combined Company, Pearl or others following announcement of or after closing of the potential business combination; changes in accounting policies and practices; the dilutive effects on shareholders of the issuances of securities in connection with the potential business combination and associated financing transactions; and those risk factors discussed in documents of the Company, Pearl and the Combined Company filed or to be filed with the SEC.
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The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of the Company dated as of February 4, 2025 and filed by the Company with the SEC on February 6, 2025, the registration statement on Form S-4, when filed with the SEC in connection with the potential business combination, which will include a Proxy Statement/Prospectus, and other documents filed or to be filed by the Company and Pearl from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither the Company Pearl, David’s Bridal, or the Combined Company presently know or that the Company, David’s Bridal , Pearl or the Combined Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made and are based on information available at that time. The information contained in this current report in Form 8-K is provided as of the date hereof and may change. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law, none of the Parties, the Combined Company or any of their respective representatives assumes any obligation or intends to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. None of the Parties, the Combined Company or any of their respective representatives gives any assurance that any of the Company, David’s Bridal, Pearl or the Combined Company will achieve its expectations. The actual results could differ materially from those expressed in, or implied by, these forward-looking statements, and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur. Further, the information contained herein is preliminary, is provided for discussion purposes only, is only a summary of key information, is not complete and is subject to change without notice.
Use of Projections and Estimates
This current report on Form 8-K contains financial and operating forecasts and estimated indications of demand and opportunity for future revenue and margins. All information in the current report on Form 8-K concerning David’s Bridal and Pearl has been provided solely by David’s Bridal and has not been independently verified by the Company, which makes no representation or warranty as to the accuracy or completeness of such information and assumes no obligation to update the information in this current report on Form 8-K, except as required by law. The unaudited financial projections included herein have been prepared by Pearl’s management and include projected financial numbers, comparative metrics and analyses which are based on or derived from such forecasts, all of which are forward-looking statements to which the preceding sections of this disclaimer regarding forward-looking information apply and which represent information developed by Pearl’s management in September 2026 or as of earlier dates based on information publicly available as of such time about Pearl and other peer public companies. The forecasts also contain certain non-GAAP measures and metrics. Additionally, aspects of the forecasts incorporate historical information about Pearl which is unaudited and has not been reviewed by Pearl’s or the Company’s independent auditors. Pearl’s or the Company’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the unaudited financial projections for the purpose of their inclusion in this communication, and accordingly, they do not express an opinion or provide any other form of assurance with respect thereto for the purpose of this communication. The unaudited financial projections and estimates contained herein constitute forward-looking information, are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results or as being a guarantee, an assurance, a prediction or a definitive statement of fact or probability. The assumptions and estimates underlying the unaudited financial projections and the estimated indications of demand and opportunity are inherently uncertain and are subject to a wide variety of significant business, economic, competitive, regulatory and other known and unknown risks and uncertainties that could cause actual results to differ materially from those contained in such projections and estimates. See “Forward-Looking Statements” above. Accordingly, there can be no assurance that the forecasted results are indicative of the future performance of Pearl or that actual results will not differ materially from those presented herein, and the inclusion of such information in this current report on Form 8-K should not be regarded as a representation by any person that the results contained in the prospective financial information or estimates will be achieved.
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Past performance by David’s Bridal’s, Pearl’s and the Company’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of David’s Bridal’s, Pearl’s and the Company’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that David’s Bridal, Pearl and the Company will, or may, generate going forward. None of the parties nor any of their representatives gives any assurance that any of David’s Bridal, Pearl, the Company or the Combined Company will achieve similar results or meet its expectations. None of the parties undertakes any obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this current report on Form 8-K, except as required by applicable law.
No Offer or Solicitation
This current report on Form 8-K is for informational purposes only and does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential business combination or with respect to the Extension, (ii) an offer to sell, a solicitation of an offer to buy, subscribe for or purchase, or a recommendation to purchase, any security of the Company, David’s Bridal, Pearl, the Combined Company or any of their respective affiliates, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law, or (iii) the solicitation of any vote in any jurisdiction pursuant to the potential business combination, the Extension or otherwise. No such offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. Neither the SEC nor any securities regulatory authority in the United States or any other jurisdiction has in any way passed upon or endorsed the merits of the potential business combination or the accuracy or adequacy of the disclosure in this current report on Form 8-K, and any representation to the contrary constitutes a criminal offense.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 22, 2026 | |
| 99.2 | Investor Presentation dated October 22, 2026 | |
| 99.3 | Article on www.cnbc.com titled “David’s Bridal plans to spin off AI platform Pearl into publicly traded company” dated October 22, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| K&F Growth Acquisition Corp. II | ||
| By: | /s/ Edward King | |
| Name: | Edward King | |
| Title: | Co-Chief Executive Officer | |
Dated: October 22, 2026
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Exhibit 99.1
DAVID’S BRIDAL ANNOUNCES PLANNED SEPARATION OF PEARL, CREATING AN INDEPENDENT DIGITAL
WEDDING PLANNING, MEDIA AND COMMERCE PLATFORM
SIGNS LETTER OF INTENT FOR PROPOSED BUSINESS COMBINATION BETWEEN PEARL AND K&F
GROWTH ACQUISITION CORP. II
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. |
KING OF PRUSSIA, PA, & MANHATTAN BEACH, CA — October 22, 2026 — 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.
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“This is an exciting milestone in David’s Bridal’s 75-year history and a defining moment for our future,” said Ms. Cook. “Pearl is shaping the next generation of wedding planning, and this next step will give both businesses room to grow independently while continuing to strengthen each other. With Pearl’s agentic technology and proven business model, combined with David’s Bridal’s strong brand and retail presence, we see tremendous opportunities to help more couples plan their weddings and connect with vendors who can bring their visions to life.”
How Pearl Works: One Connected Journey for Couples, Vendors and Brands
Weddings are a high-intent, multi-category purchasing journey. According to Grand View Research, the U.S. wedding industry is estimated to be nearing $100 billion in annual market value this year, and an estimated 2.1 million couples were married in the U.S. in 2024, according to the Centers for Disease Control (CDC).
Over approximately 18 months, couples can make hundreds of decisions involving apparel, venues, travel and other services. Pearl connects these decisions through a single ecosystem that includes:
| ● | Pearl Planner, a proprietary AI-powered wedding planning platform that uses couples’ preferences and provided information to personalize budgets, timelines, checklists and vendor recommendations, continuously adapting suggestions as couples progress through the planning process. |
| ● | Pearl Connect, a proprietary SaaS platform bringing qualified brides and couples, intelligent agentic communications, lead management, and appointment scheduling into one unified platform, enabling wedding vendors to streamline operations, engage with couples more efficiently and turn more inquiries into bookings. |
| ● | Pearl’s Digital Content Network, spanning LoveStoriesTV, original programming, YouTube channels, blogs and multiple social media profiles, which reaches 8 million followers and 30 million monthly viewers, connecting wedding inspiration with advertising and brand partnership opportunities. |
Together, these capabilities support four distinct revenue streams: advertising and media, vendor listings and subscriptions, commerce and marketplaces, and licensing and brand partnerships.
The David’s Bridal and Pearl Commercial Flywheel
Pearl estimates that 90% of U.S. brides engage with its ecosystem and reports approximately 13 billion annual David’s Bridal and Pearl brand impressions and interactions. Its digital content network boasts 30 million monthly viewers and 8 million social media followers, while its e-commerce site attracts 60 million visitors annually. In addition, David’s Bridal has a 75-year heritage, strong brand recognition, a network of physical locations and long-established customer relationships.
This expansive presence attracts millions of couples annually who are already shopping and planning their weddings, resulting in low customer acquisition costs. As couples engage with the ecosystem, Pearl agentic AI draws on first-party insights across more than 200 data attributes to personalize recommendations, target communications and connect vendors with qualified leads.
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The result is a powerful commercial flywheel, with each interaction deepening Pearl’s insights into each customer’s needs and preferences, improving personalization and strengthening the value of the ecosystem. Together, these physical and digital relationships give Pearl a differentiated foundation for connecting couples with vendors and generating both advertising and commerce revenue.
Projected Growth, Financial Profile and Market Opportunity
Pearl’s fast-growing, high-margin business 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, as well as positive free cash flow in both years. Following the proposed business combination, Pearl is expected to be debt-free. Pearl anticipates that its operational leverage, strong free-cash-flow profile and solid balance sheet will provide the company with the flexibility to pursue high-growth opportunities across the bridal market, as well as new adjacent verticals, over the long term.
Proposed Business Combination, Valuation and Financing
The parties have agreed on certain key terms of the proposed business combination and executed a non-binding LOI. The non-binding LOI contemplates separating Pearl into a standalone business unit that will enter into a business combination with K&F and values Pearl at a pro forma enterprise value of approximately $350 million, or approximately 9.3 times Pearl’s projected 2027 EBITDA, assuming no redemptions by K&F shareholders. The parties expect to announce additional details regarding the proposed business combination when a definitive agreement is executed. The parties currently anticipate closing the transaction in the first half of 2027.
No assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transactions would be subject, among other matters, to the completion of due diligence, the negotiation of a definitive agreement, board and shareholder approval of both companies, regulatory approvals and other customary conditions.
“We were drawn to Pearl’s compelling trifecta of established profitability, highly attractive growth potential and unlevered pristine balance sheet, which, in combination, we believe will create substantial public shareholder value,” said Dan Fetters, Co-Chief Executive Officer of K&F. Edward King, Co-Chief Executive Officer of K&F, added, “Pearl pairs longstanding relationships across the wedding industry with an asset-light software and media monetization model. We look forward to partnering with Kelly, Elina, and the Pearl team and believe our capital markets and M&A expertise will help accelerate Pearl’s growth.”
The LOI contemplates a PIPE financing of $75 million, subject to upsize. CION Investment Corporation (NYSE: CION), David’s Bridal’s largest shareholder, has proposed to invest $25 million as an anchor investor, subject to the negotiation of definitive documentation.
As previously announced, K&F is holding its extraordinary general meeting on November 3, 2026, to vote to amend K&F’s amended and restated memorandum and articles of association to extend the date by which K&F has to consummate an initial business combination from November 6, 2026 to February 7, 2028. No assurances can be made that K&F will obtain such extension or that its public shareholders will not redeem their shares in connection with the vote to approve such extension.
White & Case LLP is serving as legal advisor to David’s Bridal, CION Investment Corporation and Pearl. Ellenoff, Grossman & Schole LLP is serving as legal advisor to K&F.
Additional information about Pearl and the proposed business combination, including a copy of an investor presentation relating to the proposed business combination, will be provided in a Current Report on Form 8-K to be filed by K&F with the U.S. Securities and Exchange Commission (“SEC”), which will be available at www.sec.gov. Further information about the proposed business combination will also be provided when and if a business combination agreement is entered into in a separate Current Report on Form 8-K.
| 1. | Pearl is a subsidiary of David’s Bridal and currently operates under Pearl by David’s and/or Pearl by David’s Bridal |
| 2. | Subject to the negotiation of definitive documentation |
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MEDIA & IR CONTACT: Lisa Horton, Chief Communications & Creative Officer, David’s Bridal
Media: mediarequests@dbi.com | Investor Relations: ir@dbi.com
SEE INVESTOR RELATIONS PAGE HERE
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ABOUT PEARL
Pearl1, a premier AI-powered wedding planning, media, commerce and vendor marketplace platform, is being established as a standalone company in connection with its proposed separation from David’s Bridal. The Pearl ecosystem includes Pearl Planner, Pearl Connect, Love Stories TV, e-commerce, on- and off-premise marketplaces, and commercial partnership capabilities. Leveraging David’s Bridal’s 75-year heritage and established customer relationships, Pearl combines first-party data and AI-powered technology to deliver highly personalized customer experiences and connect couples, wedding professionals, and brands across the wedding journey. Pearl’s asset-light business model supports multiple revenue streams, including advertising and media, vendor subscriptions, commerce, and licensing, creating opportunities for continued profitable growth as the platform scales. For more information, please visit www.investors.davidsbridal.com.
ABOUT K&F GROWTH ACQUISITION CORP. II
K&F Growth Acquisition Corp. II (“K&F”; Nasdaq: KFII) is a special purpose acquisition company that completed its initial public offering in February 2025, raising gross proceeds of $287.5 million. K&F is led by Co-Chief Executive Officers and Co-Chairmen Edward King and Dan Fetters, both former senior investment bankers at Morgan Stanley and who each have over 25 years of strategic advisory, capital markets, and investing experience. K&F seeks to leverage its transaction execution capabilities and institutional relationships to support its business combination partner in pursuing strategic growth opportunities and creating enduring value for shareholders. For more information, visit www.kfgrowth.com.
ABOUT CION INVESTMENT CORPORATION
CION Investment Corporation is a leading publicly listed business development company that had approximately $1.8 billion in total assets as of June 30, 2026. CION seeks to generate current income and, to a lesser extent, capital appreciation for investors by focusing primarily on senior secured loans to U.S. middle-market companies. CION is advised by CION Investment Management, LLC, a registered investment adviser and an affiliate of CION. For more information, please visit www.cionbdc.com.
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Additional Information about the Potential Business Combination and Where to Find It
This press release is provided for information purposes only and contains information with respect to a potential business combination between the parties described herein. If the parties enter into definitive documentation regarding a business combination, K&F and Pearl (together, the “Parties”) will be required to file a registration statement on Form S-4 (which will include a preliminary proxy statement of K&F and when available, a definitive proxy statement and final prospectus (the “Proxy Statement/Prospectus”)) and other relevant documents with the Securities and Exchange Commission (the “SEC”), to be used at the meeting of shareholders to approve the potential business combination and as the prospectus related to the offer of the securities to be issued by the resulting entity to be formed pursuant to the potential business combination (together with its subsidiaries, the “Combined Company”) in connection with the potential business combination. After the registration statement is declared effective, K&F will mail a definitive proxy statement/prospectus and a proxy card relating to the potential business combination to its shareholders as of a record date to be established for voting on the potential business combination. This press release does not contain all of the information that should be considered concerning the potential business combination between the parties and is not intended to form the basis of any investment decision or any other decision in respect of the potential business combination. Shareholders and other interested persons are urged to read the Proxy Statement/Prospectus (including any amendments or supplements thereto) and any other relevant documents filed with the SEC in their entirety when they become available because they will contain important information about Pearl, K&F and the potential business combination. Such registration statement may modify and supersede in its entirety any information in this Press Release, which is preliminary. Shareholders will be able to obtain a free copy of the Proxy Statement/Prospectus (when filed), as well as other filings containing information about Pearl, K&F and the potential business combination, at the SEC’s website located at www.sec.gov. K&F filed a definitive proxy statement (the “Extension Proxy Statement”) with the SEC and mailed the same to K&F shareholders on or about October 16, 2026 in connection with K&F’s solicitation of proxies for the vote by K&F shareholders to approve an amendment to its amended and restated memorandum and articles of association to extend the date by which K&F must consummate an initial business combination (the “Extension”). K&F may also file other relevant documents regarding the Extension with the SEC. This press release does not contain all the information that should be considered concerning the Extension and is not intended to form the basis of any investment decision or any other decision in respect of the Extension. Before making any voting or investment decision, investors, security holders of K&F and other interested persons are urged to read the Extension Proxy Statement and any amendments or supplements thereto when available in connection with K&F’s solicitation of proxies for its extraordinary meeting of shareholders to be held to approve the Extension, because these documents will contain important information about K&F and the Extension.
Participants in the Solicitation
K&F, David’s Bridal and Pearl and their respective directors, managers and executive officers, under SEC rules, may be deemed participants in the solicitation of proxies of K&F’s shareholders in connection with the potential business combination and/or in connection with the Extension. A list of the names of such directors and executive officers and information regarding their interests in the potential business combination will be included in the registration statement to be filed in connection with the potential business combination when available. A description of the interests of K&F’s directors and executive officers in K&F is contained in the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” and “Directors, Executive Officers and Corporate Governance” of K&F’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 27, 2026, each of which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of K&F’s shareholders in connection with the business combination will be set forth in the Registration Statement, when available. To the extent that holdings of K&F’s securities have changed from the amounts reported in K&F’s filings with the SEC, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
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Forward-Looking Statements
This Press Release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the Parties, David’s Bridal and the potential business combination, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding K&F, David’s Bridal, Pearl, the Combined Company, the potential business combination and statements regarding the anticipated benefits and timing of the completion of the potential business combination, the assets held by Pearl and by the Combined Company, E-Commerce ecosystems, Artificial Intelligence (“AI”) trends, the anticipated business of the Combined Company, Pearl and the markets in which they operate, planned business strategies, including, without limitation, Pearl’s plans to transition its business into a standalone entity and to expand into the home and baby markets, plans and use of proceeds, objectives of management for future operations of Pearl, expected operating costs of the Combined Company and its subsidiaries, the upside potential and opportunity for investors, the Combined Company and Pearl’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, technological and market trends, future financial condition and performance and expected financial impacts of the potential business combination, the satisfaction of closing conditions to the potential business combination and the level of redemptions of K&F’s public shareholders, and the Parties’ respective or collective expectations, intentions, strategies, assumptions, or beliefs about future events, results of operations, or performance as well as all statements or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions; but this Press Release may include other forward-looking information and data that are not preceded by any of the foregoing words. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual results or future events to differ materially from the forward-looking statements in this Press Release, including, but not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the negotiations and any subsequent definitive agreements with respect to the potential business combination or any financing transaction; the possibility that the terms and conditions set forth in any definitive agreements with respect to the potential business combination may differ materially from the terms and conditions set forth in the letter of intent; the risk that parties may not agree to the definitive documentation with respect to a potential business combination or financing transaction; the risk that the potential business combination may not be completed in a timely manner or at all, which may adversely affect the price of K&F’s securities; the risk that the potential business combination may not be completed by K&F’s business combination deadline; the risk that K&F’s public shareholders may elect to redeem their public shares in connection with a shareholder vote to the extend the period of time K&F has to complete its initial business combination and in connection with a shareholder vote to approve the potential business combination; the risk of failure by the Parties to satisfy the conditions to the consummation of the potential business combination, including securing sufficient commitments for investment in a PIPE and the approval of K&F’s shareholders; the failure of the Combined Company to obtain or maintain the listing of its securities on the Nasdaq Stock Market or New York Stock Exchange prior to or after closing of the potential business combination; the outcome of any legal proceeding that is ongoing or may be instituted against the parties following the announcement of the potential business combination, any financing transaction and any definitive agreements with respect thereto; costs related to the potential business combination; changes in business, market, financial, political and regulatory conditions; inflation, recession and changes in interest rates; risks relating to the Combined Company’s or Pearl’s anticipated profitability, operations and business, including, without limitation, Pearl’s plans to transition its business into a standalone entity (including, without limitation, the costs, timeline and risks associated therewith); risks related to increased competition in the industries in which the Combined Company and Pearl will operate and into which they plan to expand; risks related to the Combined Company’s products and services or enhancements to those products and services; risks related to potential decreases in demand for the Combined Company’s products or services; the Combined Company’s dependence on key personnel; risks that, after consummation of the potential business combination, the Combined Company and Pearl experience difficulties managing their growth, expanding operations, or executing their strategies; the heavy reliance of the Combined Company on information systems and technology and the impact of potentially failing to develop or failing to continue to improve technology; risks associated with cybersecurity threats, attacks or incidents; risks associated with the continued development of AI systems; public health events and governmental and societal responses to those events; the outcome of any potential legal proceedings that may be instituted against K&F, David’s Bridal, the Combined Company, Pearl or others following announcement of or after closing of the potential business combination; changes in accounting policies and practices; the dilutive effects on shareholders of the issuances of securities in connection with the potential business combination and associated financing transactions; and those risk factors discussed in documents of K&F, Pearl and the Combined Company filed or to be filed with the SEC.
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The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus of K&F dated as of February 4, 2025 and filed by K&F with the SEC on February 6, 2025, the registration statement on Form S-4, when filed with the SEC in connection with the potential business combination, which will include a Proxy Statement/Prospectus, and other documents filed or to be filed by K&F and Pearl from time to time with the SEC. . These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither K&F, Pearl, David’s Bridal, or the Combined Company presently know or that K&F, David’s Bridal , Pearl or the Combined Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made and are based on information available at that time. The information contained in this Press Release is provided as of the date hereof and may change. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law, none of the Parties, the Combined Company or any of their respective representatives assumes any obligation or intends to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. None of the Parties, the Combined Company or any of their respective representatives gives any assurance that any of K&F, David’s Bridal, Pearl or the Combined Company will achieve its expectations. The actual results could differ materially from those expressed in, or implied by, these forward-looking statements, and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur. Further, the information contained herein is preliminary, is provided for discussion purposes only, is only a summary of key information, is not complete and is subject to change without notice.
Use of Projections and Estimates
This Press Release contains financial and operating forecasts and estimated indications of demand and opportunity for future revenue and margins. All information in the press release concerning David’s Bridal and Pearl has been provided solely by David’s Bridal and has not been independently verified by K&F, which makes no representation or warranty as to the accuracy or completeness of such information and assumes no obligation to update the information in this press release, except as required by law. The unaudited financial projections included herein have been prepared by Pearl’s management and include projected financial numbers, comparative metrics and analyses which are based on or derived from such forecasts, all of which are forward-looking statements to which the preceding sections of this disclaimer regarding forward-looking information apply and which represent information developed by Pearl’s management in September 2026 or as of earlier dates based on information publicly available as of such time about Pearl and other peer public companies. The forecasts also contain certain non-GAAP measures and metrics. Additionally, aspects of the forecasts incorporate historical information about Pearl which is unaudited and has not been reviewed by Pearl’s or K&F’s independent auditors. Pearl’s or K&F’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the unaudited financial projections for the purpose of their inclusion in this Press Release, and accordingly, they do not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Press Release. The unaudited financial projections and estimates contained herein constitute forward-looking information, are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results or as being a guarantee, an assurance, a prediction or a definitive statement of fact or probability. The assumptions and estimates underlying the unaudited financial projections and the estimated indications of demand and opportunity are inherently uncertain and are subject to a wide variety of significant business, economic, competitive, regulatory and other known and unknown risks and uncertainties that could cause actual results to differ materially from those contained in such projections and estimates. See “Forward-Looking Statements” above. Accordingly, there can be no assurance that the forecasted results are indicative of the future performance of Pearl or that actual results will not differ materially from those presented herein, and the inclusion of such information in this Press Release should not be regarded as a representation by any person that the results contained in the prospective financial information or estimates will be achieved.
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Past performance by David’s Bridal’s, Pearl’s and K&F’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of David’s Bridal’s, Pearl’s and K&F’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that David’s Bridal, Pearl and K&F will, or may, generate going forward. None of the parties nor any of their representatives gives any assurance that any of David’s Bridal, Pearl, K&F or the Combined Company will achieve similar results or meet its expectations. None of the parties undertakes any obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this press release, except as required by applicable law.
No Offer or Solicitation
This Press Release is for informational purposes only and does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential business combination or with respect to the Extension, (ii) an offer to sell, a solicitation of an offer to buy, subscribe for or purchase, or a recommendation to purchase, any security of K&F, David’s Bridal, Pearl, the Combined Company or any of their respective affiliates, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law, or (iii) the solicitation of any vote in any jurisdiction pursuant to the potential business combination, the Extension or otherwise. No such offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. Neither the SEC nor any securities regulatory authority in the United States or any other jurisdiction has in any way passed upon or endorsed the merits of the potential business combination or the accuracy or adequacy of the disclosure in this Press Release, and any representation to the contrary constitutes a criminal offense.
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Exhibit 99.2
Pearl: Highest Growth, Lowest Multiple ~75% 2028E revenue growth, still accelerating ~31% 2026E EBITDA margin, with upside at scale +56% Media/Commerce Contracts YoY as of Sept 28, 2026 $85–95MM 2027E revenue, ~2x the $42MM in 2026E 2027E benchmarking vs. peer groups EV / EBITDA EBITDA Growth Group Pearl 9.3x 125% Marketplace & Lead Gen 12.2x 11% Consumer Internet 15.7x 27% High Growth / Digital 14.2x 24% Comparable Fin. Profile 19.7x 41% EBITDA Margin 40% 43% 22% 18% 30% Why the growth compounds Privileged demand. ~90% of U.S. brides reached, 200+ first-party data points, minimal CAC. Visibility. 51% of 2027E revenue is already signed or in e-comm run-rate. Free option. $465Bn Baby & Home market extension is excluded from projections. Illustrative Pearl EBITDA multiple re-rating: to Marketplace peers (12.2x) ≈ +31%; to Comparable Financial Profile peers (19.7x) ≈ +112% *Note: There can be no assurance that the Company will achieve these projected results. The comparison groups are averages of an aggregate of individual companies within that group; as such, individual companies within the groups may have EV/EBITDA, Growth or Margin data that differs materially from the group average. Actual revenue, EBITDA, EBITDA margin and media/commerce contracts won will be impacted by, among other factors, the risk factors set forth in this Presentation. See pages 5, 16 and 20 and their footnotes regarding the figures on this page. Enterprise value assumes zero trust redemptions. *Percentage of 2027E revenues from contracts, agreements and channels built in 2026, plus weighted value of current pipeline expected to be signed in 2026 Note: There can be no assurance that the Company will achieve these projected results. Actual realized revenue, EBITDA and EBITDA margin will be impacted by, among other factors, the risk factors set forth in this Presentation. 6
Most AI Platforms Hand Her Homework. Pearl Plans Her Wedding...Within Minutes Of Signing Up. She doesn't have to build any of this. In an AI Chatbot, She Would Have To... In Pearl, It's Already Done Know what to ask for, write the prompt and rebuild the list every time it forgets. 300+ tasks in the right order, timed to her date, waiting for her on day one. A plan for her wedding Build a spreadsheet, re-upload it each session and check the math herself. Sized to her zip code, every expense tracked, the number is always current. A budget that stays right Ask each question separately as well as know what to ask. Her dress, her appointment, her store visit, already there before she logs in. An AI that knows her Use a separate image tool that has no idea what her venue or colors look like. Her flowers in her real venue, her palette on her real decor, in one click. Seeing it come together Keep a folder of downloads and a dozen chat threads she can't find again. Tasks, budget, vendors and photos in one account, the same on every device. One place, not twelve Rebuild her whole setup whenever the app changes underneath her. New capability reaches her automatically. She never has to set anything up. Staying current 96% New accounts arrive pre-built from an in-store appointment 96 Features Live Today 13
Transaction Summary Pre-money equity value of Pearl of $250 million. Redemptions Valuation Transaction implies ~$350 million pro forma enterprise value. Zero 50% 100% Sources A ssumes a $75 million PIPE, committed at signing of the BCA (which may be upsized). PIPE Financing ** Rollover Equity 151 151 219 PIPE 75 75 75 D BI (Pearl's shareholder) receives mix of cash and equity and for the equity component they receive shares at KFII's redemption value per share. Merger Consideration Public Rollover Equity 311 155 - Total Sources 537 381 294 CI ON (David's Bridal's largest shareholder) has committed $25 million to the PIPE and may fund pre-Closing. Anchor Commitment Uses Cash to Pearl Shareholders Targeted Closing 1st half of 2027. Equity to Pearl Shareholders Cash to Balance Sheet Illustrative Transaction Expenses Total Uses Sources and Uses of Funds $MM 99 151 268 19 537 99 151 113 19 381 31 219 25 19 294 Pro Forma Capitalization ($MM, except share price) Redemptions Zero 50% 100% 30.7 16.3 1.9 10.6 10.6 7.7 14.0 14.0 20.2 55.2 40.8 29.8 10.00 10.00 10.00 552 408 298 75 75 75 (268) (113) (25) 359 371 348 9.3 x 9.6 x 9.0 x 5.5 x 5.6 x 5.3 x Public (Existing Shares + Converted Rights) Sponsor CION and DBI Total Shares Illustrative Trading Price Equity Value PIPE ** (Cash) Enterprise Value EV / 2027E EBITDA EV / 2028E EBITDA Pro Forma Ownership* Redemptions 6% 40% 26% Zero 50% 100% 19% 25% 26% 68% Public Sponsor 34% CION and DBI 56% Note: There can be no assurance that the Company will achieve these projected results. Actual results will be impacted by, among other factors, the risk factors set forth in this Presentation. Sponsor shares reflect forfeitures of up to 2.8MM shares based on the final combined size of the PIPE and Trust redemptions. * Ownership assumes common share capitalization at close; excludes shares underlying PIPE financing as currently contemplated as a convertible preferred instrument ** Subject to negotiation of definitive documents 22
Risk Factors Risks Related to Pearl's Business Pearl has no history of operating as a standalone public company, and the anticipated benefits of the spin-off from David's Bridal may not be fully realized, or may take longer to realize than expected, which could adversely affect Pearl's business, financial condition and results of operations. Following the separation from David's Bridal, Pearl will need to establish or expand its own standalone corporate functions, including finance, human resources, information technology, legal and compliance, which may be more costly or less efficient than anticipated and could divert management's attention from Pearl's business. Pearl's historical and pro forma financial information may not be representative of its results as a standalone company, and accordingly such information may not be a reliable indicator of its future results. Pearl will continue to rely on David's Bridal and its affiliates following the spin-off pursuant to transition services, shared systems and data, and brand and intellectual property license arrangements, and any disruption, termination, or failure of performance under these arrangements, or conflicts of interest or related party considerations arising from them, could adversely affect Pearl's business, financial condition and results of operations. CION continues to own a controlling equity stake in David's Bridal and will retain a continuing equity stake in Pearl following the spin-off, and the interests of CION and David's Bridal may differ from or conflict with the interests of Pearl and its other equityholders; any resulting conflicts of interest may not be resolved in a manner favorable to Pearl or its other equityholders. Certain of Pearl's directors and officers also hold positions with David's Bridal and its affiliates, and these overlapping roles may give rise to actual or potential conflicts of interest in matters affecting both companies. Third parties may seek to hold Pearl responsible for liabilities of David's Bridal and its affiliates, which could negatively impact Pearl's business, financial condition, and results of operations. The terms of the agreements Pearl has entered into or will enter into with David's Bridal and its affiliates in connection with the spin-off were not negotiated on a purely arm's-length basis, and Pearl may have received better terms from unaffiliated third parties. Pearl may not be able to successfully implement its growth strategies, including by managing its future growth effectively or expanding on its offerings through acquisitions or organic growth strategies, and any failure to adequately integrate future acquisitions into Pearl's business could have a material adverse effect on Pearl. Pearl's estimate of the future total addressable market, or of the percentage of the total addressable market that it will be able to capture, may be inaccurate. Pearl's planned expansions into new product categories, including home and baby, may not be successful or may not be as successful as Pearl anticipates and could adversely affect Pearl's business, financial condition and results of operations. Pearl's business could prove to be more capital intensive than expected, and Pearl may be unable to raise additional capital, or such capital may be available only at unattractive values. If Pearl fails to retain or add vendors and users, if vendors do not provide high-quality products and services, if new offerings and initiatives on Pearl's platform are unsuccessful, or if Pearl's customer support functions are inadequate, Pearl's business, results of operations, and financial condition would be materially adversely affected. Pearl may be unable to gather data on as large a portion of the wedding market as it anticipates. Pearl is dependent on small businesses and independent vendors who list on its platform, and factors adversely affecting these businesses, including economic downturns, labor shortages, or industry consolidation, could reduce the supply and quality of offerings on Pearl's platform and materially adversely affect Pearl's business. Pearl's success depends, in substantial part, on its ability to attract and maintain relationships with quality vendors across the wedding, home, and baby markets. Pearl's business depends on societal trends that could change in ways that could adversely affect Pearl's business. Vendor, user, or third-party actions that are criminal, violent, inappropriate, dangerous, or fraudulent may undermine the trust and safety or the perception of safety and security on Pearl's platform and Pearl's ability to attract and retain vendors and users and materially adversely affect Pearl's reputation, business, results of operations, and financial condition. Pearl may face liability arising from its vendor marketplace, including as a result of service quality failures, vendor misconduct, or vendors with insufficient resources to satisfy claims, which could adversely affect Pearl's business, results of operations, and financial condition. The business and industry in which Pearl participates are highly competitive, and Pearl may be unable to compete successfully with its current or future competitors. Declines or disruptions in the wedding, home, and baby markets, including as a result of economic downturns, shifts in consumer preferences, health concerns or pandemics, natural disasters, or other events outside Pearl's control, could materially adversely affect Pearl's business, results of operations, and financial condition. Pearl's wedding business is cyclical and seasonal. Any decline in marriage trends or sales during the peak January-through-September wedding season could adversely affect Pearl's business, results of operations, and financial condition. Adverse macroeconomic conditions, shifts in consumer spending patterns, or geopolitical instability could reduce demand for Pearl's platform and negatively impact Pearl's business, results of operations, and financial condition. Pearl's ability to grow and compete effectively depends on the strength and recognition of its brand, and any erosion of brand value could harm Pearl's business. Pearl's company culture and the quality of its employees have contributed to Pearl's success, and if Pearl cannot maintain this culture as it grows or enters the public markets, Pearl's business could be harmed. If Pearl experiences harm to its reputation, Pearl could be adversely affected. Any harm to David's Bridal's business or reputation could have an adverse effect on Pearl's business. Pearl's business and growth strategy are highly dependent on the identification and retention of, among other personnel, quality, long-term sales representatives and their ability to identify and secure recurring sources of revenue, such as vendors and advertising partners. The loss of key members of Pearl's management team or Pearl's inability to attract and retain qualified personnel could adversely affect Pearl's business, results of operations and financial condition. Pearl's management team has limited experience managing a public company, and regulatory compliance obligations may divert their attention from the day-to-day management of Pearl's businesses. The financial projections and operational assumptions underlying Pearl's business plan, including assumptions regarding the continuation of Pearl's existing market penetration as well as growth into the wedding, home, and baby markets, vendor acquisition and retention rates, attraction of new customers, consumer adoption of Pearl's platform, average revenue per user, the ability of competitors to offer products and services that are similar to Pearl's, and the pace and cost of expansion into new product categories, are inherently uncertain and may prove materially incorrect, which could result in actual results being significantly lower than projected and could adversely affect Pearl's business, financial condition and results of operations. Pearl may become involved in litigation, investigations, and other proceedings that could adversely affect Pearl. Pearl is subject to legal proceedings, claims and demands arising in the ordinary course of its business, including a growing volume of claims under the California Invasion of Privacy Act (CIPA) and similar laws alleging that cookies, pixels, and other tracking technologies intercept or share user communications without adequate consent, which David's Bridal has already faced and which, together with the allocation of liability for pre-spin-off claims under Pearl's agreements with David's Bridal, could adversely affect Pearl's business, financial condition and results of operations. As a public reporting company, Pearl will be subject to rules and regulations established from time to time by the U.S. Securities and Exchange Commission and the Public Company Accounting Oversight Board, including rules regarding Pearl's internal control over financial reporting. If Pearl fails to establish and maintain effective internal controls over financial reporting and disclosure controls and procedures, Pearl may not be able to accurately report its financial results or report them in a timely manner. 23
Risk Factors Continued. Risks Related to Pearl's Platform and Technology Pearl's business is heavily reliant on the quality of its information technology platform. If that platform does not perform as expected, or if Pearl fails to continue to develop the technology on which that platform is based, Pearl's business could be harmed. Pearl's business depends on the gathering and use of first-party data by its technology systems and use of artificial intelligence and on its expectation that it would be difficult for competitors to replicate Pearl's platform or product offerings. If existing or new competitors are able to gather similarly valuable data or develop similar or better technology, Pearl's business and growth plans may be adversely affected. Pearl's ability to use customer data collected by David's Bridal depends on the privacy notices, consents, and evolving privacy laws under which that data was collected. Restrictions on its transfer or use, including under state consumer health data laws as Pearl expands into pregnancy and baby planning, could limit Pearl's marketing and personalization capabilities and adversely affect Pearl's business. Pearl's success depends, in substantial part, on the continued growth of online adoption by consumers and vendors in the wedding, home, and baby markets, and any slowdown in this trend could adversely affect Pearl's business. Pearl's success depends, in part, on its ability to continue to develop and monetize its platform across mobile and other digital channels. Pearl relies on search engines and social media platforms to drive traffic to its websites and apps. If Pearl's platforms are not displayed prominently in search results, or if search engine or social media algorithms change in ways that reduce Pearl's visibility, traffic to Pearl's platform could decline and Pearl's business could be adversely affected. Marketing efforts designed to drive traffic to Pearl's brands and businesses may not be successful or cost-effective. The reliability, performance, and scalability of Pearl's technology infrastructure, and that of its third-party providers, are critical to Pearl's operations, and any degradation could adversely affect Pearl's business. System failures, defects, errors or vulnerabilities in Pearl's website, applications, backend systems or other technology systems or those of third-party technology providers could harm Pearl's reputation and adversely impact Pearl's business, financial condition and results of operations. Cybersecurity threats continue to increase in frequency and sophistication, and cyberattacks targeting Pearl's systems or the systems of Pearl's third-party providers could interrupt or disrupt operations, compromise data, and result in significant costs or reputational harm. Pearl's adoption of AI and machine learning technologies exposes Pearl to emerging legal, regulatory, and operational risks that could adversely affect Pearl's business, financial condition, and results of operations. If Pearl is unable to respond to and keep pace with rapid technological and market changes, Pearl's business, results of operations, and financial condition could be adversely affected. If Pearl is unable to protect or enforce its intellectual property rights, or if any of Pearl's services infringe upon the intellectual property rights of others, Pearl's business could be adversely affected. Risks Related to Data Privacy and Security Unauthorized access to or disclosure of personal, confidential, or sensitive user data could expose Pearl to significant remediation costs, legal liability, and reputational damage. Pearl's handling of personal data subjects Pearl to evolving privacy and data protection obligations that could increase compliance costs and expose Pearl to liability. Pearl's success depends, in part, on its ability to access, collect, and use personal data about its users to deliver relevant content and vendor recommendations. Compliance with federal, state, and foreign laws relating to data privacy, data security, marketing, and consumer protection involves significant expenditure and resources, and any actual or perceived failure by Pearl or its vendors to comply may result in significant liability, litigation or other legal action against Pearl, negative publicity, an erosion of trust, and/or result in regulatory scrutiny, fines, and penalties and could materially adversely affect Pearl's business, results of operations, and financial condition. Pearl's planned expansion into pregnancy and baby-related products and services may involve the collection, use, or sharing of information that constitutes "consumer health data" or similarly regulated categories of sensitive personal information under an increasing number of state privacy laws, which impose more stringent requirements, including specific, opt-in consumer consent for collection and separate consent for sharing, heightened data security obligations, and expanded consumer rights, than may be reflected in Pearl's current privacy practices, and noncompliance could result in regulatory enforcement, private litigation, and reputational harm. Payment processing fraud or security incidents involving credit card or other payment data could result in financial losses, regulatory action, and harm to Pearl's business. Pearl could face liability for information or content on or accessible through its platform. Risks Related to Regulatory Matters Pearl is subject to a wide variety of laws and regulations, including those relating to e-commerce, data privacy and cybersecurity, artificial intelligence, payment services, advertising, consumer protection, employment, and licensing, which could adversely affect Pearl's business. Pearl's payments operations are subject to extensive, complex, overlapping, and frequently changing government regulation and oversight, and any failure or perceived failure to comply with such laws, rules, regulations, policies, legal interpretations, and regulatory guidance could materially adversely affect Pearl's business, results of operations, and financial condition. Risks Related to the Proposed Business Combination The consummation of the Business Combination is expected to be subject to a number of conditions and, if those conditions are not satisfied or waived, any definitive agreement relating to the Business Combination may be terminated in accordance with its terms and the Business Combination may not be completed. The sponsor of K&F (the "Sponsor") and K&F's public shareholders may be adversely affected if the Business Combination is not consummated. The ability of K&F's public shareholders to exercise redemption rights with respect to a large number of outstanding Class A ordinary shares of K&F (the "K&F Class A Ordinary Shares") may not allow the Business Combination to be completed, may adversely affect the capital available to the Combined Company following the Business Combination, may reduce the public "float" and liquidity of the trading market for K&F Class A Ordinary Shares, or may make it difficult to obtain or maintain the quotation, listing or trading of shares of Combined Company securities on a national securities exchange, and consequently may not allow the parties to optimize the Combined Company's capital structure following the Business Combination. The benefits of the Business Combination may not be realized to the extent currently anticipated by Pearl and K&F, or at all. The ability to recognize any such benefits may be affected by, among other things, competition and the ability of the Combined Company to grow and manage growth profitably, maintain and expand relationships with vendors and users and retain its management and key employees, as well as the other risk factors set forth above. Pearl and K&F will incur significant transaction and transition costs in connection with the Business Combination, which could be higher than currently anticipated. Since the Sponsor and K&F's directors and officers have interests that are different from, or in addition to (and which may conflict with), the interests of K&F's public shareholders, a conflict of interest may exist in determining whether the Business Combination is appropriate. Such interests include that the Sponsor will lose its entire investment in K&F if the Business Combination or any other business combination is not completed by K&F's deadline, and the expenses it has incurred will not be reimbursed, which may have influenced its decision to approve the Business Combination. In addition, certain of K&F's executive officers and directors may receive a positive return on their investment in K&F's Class B ordinary shares (the "K&F Class B Ordinary Shares") and in preferred equity and related securities of the Combined Company, even if K&F's public shareholders experience a negative return on their investment. The Sponsor will also be liable to K&F in certain circumstances if and to the extent any claims by a third party for services rendered or products sold to K&F (except for its independent auditors and underwriters of K&F's initial public offering), or a prospective target business with which K&F has entered into a written letter of intent, confidentiality or similar agreement or merger agreement, reduce the redemption amount to below certain agreed-upon thresholds. An active trading market for the Combined Company's securities may not develop, which may limit your ability to sell such securities. 24
Risk Factors Continued. Shareholders who acquired public shares in the IPO will have their ownership interests diluted to the extent of the difference between the initial public offering price of $10.00 per public share sold in the IPO and the net tangible book value per share at the time of the Business Combination. K&F's public shareholders that do not redeem may experience immediate and material dilution upon closing of the Business Combination as a result of the K&F Class B Ordinary Shares held by the Sponsor, since the value of the K&F Class B Ordinary Shares is likely to be substantially higher than the nominal price paid for them, even if the trading price of Combined Company securities at such time is substantially less than $10.00 per share. After the closing of the Business Combination, sales of a substantial number of shares of the Combined Company's stock in the public market by existing shareholders could cause the stock price to decline. After the closing of the Business Combination, a significant number of shares of the Combined Company's stock will be subject to issuance upon exercise of outstanding warrants, which may result in dilution to the Combined Company's shareholders. The definitive agreement entered into for the Business Combination may contain provisions that limit K&F from seeking an alternative business combination. K&F's public shareholders may be unable to sell their shares in the public market, if liquidity is insufficient. As a result, the only opportunity that K&F's public shareholders may have to effect their investment decision regarding the Business Combination may be limited to the exercise of their right to redeem their shares from K&F for cash. K&F's public shareholders may not be afforded an opportunity to vote on the Business Combination. Even if K&F holds a vote, holders of K&F Class B Ordinary Shares will participate in such vote, which means K&F may complete the Business Combination even though a majority of its public shareholders do not support such a combination. The ability of K&F's public shareholders to redeem their shares for cash may make K&F's financial condition unattractive. K&F has only until November 6, 2026 to consummate its initial business combination. If K&F's public shareholders fail to approve an extension to the date by which K&F must consummate its initial business combination, the Business Combination may not be consummated. If K&F's public shareholders elect to redeem their shares for cash in connection with such approval, there may be significantly less cash available from K&F's trust account to fund the Business Combination and the Combined Company. K&F, Pearl, or the Combined Company may not be able to raise the anticipated transaction financing that they are seeking in connection with the Business Combination, or the terms of such financing may be on less desirable terms and conditions than currently anticipated. K&F's directors and officers will have discretion on whether to agree to changes or waivers in the terms of the Business Combination, and their interests in exercising that discretion may conflict with those of K&F's shareholders. Members of K&F's management team and the K&F Board have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons, as well as K&F's affiliates, have been, may be, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. The defense or prosecution of these matters could be time-consuming and could divert K&F management's attention, and may have an adverse effect on K&F, which may impede K&F's ability to consummate the Business Combination. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect K&F's business, including K&F's ability to negotiate and complete the Business Combination. If K&F seeks shareholder approval of the Business Combination, the Sponsor and K&F's directors, officers and their respective affiliates may elect to purchase K&F Class A Ordinary Shares from public shareholders, subject to any limitations under Rule 14e-5 under the Securities Exchange Act of 1934, which may influence a vote on the Business Combination and reduce the public "float" of K&F Class A Ordinary Shares. 25
Exhibit 99.3
