Pearl — a division of David’s Bridal that operates an AI-powered wedding planning, marketplace and digital media platform — could soon become a stand-alone, publicly traded company that also owns its parent company’s name.

That the plan proposed by David’s Bridal Inc. and K&F Growth Acquisition Corp. II, a special purpose acquisition company. The two companies have entered into a nonbinding letter of intent to separate out Pearl, which is being valued at $350 million.

Pearl would own the David’s Bridal’s brand and intellectual property, while David’s Bridal’s retail operations would continue to be owned separately by Cion Investment Corporation, the largest shareholder.

The plan is intended to accelerate growth of Pearl and to strengthen David’s Bridal by opening up opportunities for new commercial agreements and relationships, the companies said on Thursday.

David’s Bridal is expected to remain a material ongoing shareholder in Pearl.

According to the plan, David’s Bridal’s stores “will operate as usual, with no disruption to day-to-day operations, appointments, products, services or the guest experience. The proposed 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.”

Kelly Cook, chief executive officer of David’s Bridal, is expected to become CEO of Pearl if it goes public. A search will be conducted for a new CEO for David’s Bridal.

Cook has been with David’s Bridal since 2019 and previously was instrumental in large-scale transformations at Continental Airlines and DSW Designer Shoe Warehouse.

Elina Vilk, currently president and chief business officer of David’s Bridal, 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.

“This is an exciting milestone in David’s Bridal’s 75-year history and a defining moment for our future,” Cook said in a statement. “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.”

David’s Bridal, citing Grand View Research, estimated the U.S. wedding industry at nearly $100 billion in value this year. An estimated 2.1 million couples were married in the U.S. in 2024, according to government figures cited by the company.

Pearl’s AI-powered online “ecosystem” helps engaged couples and their families make decisions during the wedding planning process. Pearl has three platforms: Pearl Planner, Pearl Connect and LoveStories TV, involved in personalizing couples’ needs regarding budgets, timelines, checklists, and vendors; helping to organize and schedule appointments with wedding vendors. The company also has original programming, as well as YouTube, blogs and social media profiles providing wedding inspiration and advertising and brand partnership opportunities. The ecosystem provides revenues generated by advertising and media, vendor listings and subscriptions, commerce and marketplaces and licensing and brand partnerships.

Pearl estimates that 90 percent 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.

Pearl also projects generating greater than 30 percent earnings before interest, taxes, depreciation and amortization (EBITDA) margins in 2026 and revenue growth of more than 100 percent in 2027, to more than $85 million. Pearl also projected that it would be debt-free following the deal.

The proposed transaction values Pearl at approximately 9.3 times its projected 2027 EBITDA, assuming no redemptions by K&F shareholders.

The transaction is subject to completing the due diligence, negotiating a definitive agreement, board and shareholder approval from 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,” Dan Fetters, co-CEO of K&F, said in a statement.

Edward King, co-CEO of K&F, added in his statement: “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 letter of intent contemplates a PIPE (private investment in public equity) financing of $75 million, subject to upsize. Cion Investment Corporation, David’s Bridal’s largest shareholder, has proposed investing $25 million in Pearl, subject to definitive documentation on the deal. David’s Bridal went bankrupt in 2023 for the second time but avoided shutting down and was able to continue to operate when Cion bought a large stake in the business.

K&F will hold an extraordinary general meeting on Nov. 3, to extend the date by which K&F can consummate an initial business combination from Nov. 6, 2026, to Feb. 7, 2028.

K&F Growth Acquisition Corp. II is a special purpose acquisition company that completed its initial public offering in February 2025, raising gross proceeds of $287.5 million.

Cion is a publicly listed business development company that had approximately $1.8 billion in total assets as of June 30.