Form 8-K

8-K — CION Investment Corp

Accession: 0001104659-26-118023

Filed: 2026-10-22

Period: 2026-10-22

CIK: 0001534254

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2628044d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2628044d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2628044d1_8k.htm · Sequence: 1

false

0001534254

CION Investment Corp

0001534254

2026-10-22

0001534254

us-gaap:CommonStockMember

2026-10-22

0001534254

cion:SevenandhalfpercentNotesdue2029Member

2026-10-22

0001534254

cion:SevenandhalfpercentNotesdue2031Member

2026-10-22

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): October 22, 2026

CĪON

Investment Corporation

(Exact Name of Registrant as Specified in Charter)

Maryland

814-00941

45-3058280

(State

or Other Jurisdiction of Incorporation)

(Commission

File Number)

(I.R.S.

Employer Identification No.)

100 Park Avenue, 25th Floor

New York, New York 10017

(Address of Principal Executive Offices)

Registrant’s telephone number, including

area code: (212) 418-4700

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

Common stock, par value $0.001 per share

CION

The New York Stock Exchange

7.50% Notes due 2029

CICB

The New York Stock Exchange

7.50% Notes due 2031

CICC

The New York Stock Exchange

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.

October 22, 2026, David’s Bridal, Inc. (“DBI”), a portfolio company of CĪON Investment Corporation (“CION”),

issued a press release announcing that it has entered into a non-binding letter of intent with K&F Growth Acquisition Corp. II regarding

a proposed business combination involving Pearl, the AI-powered wedding planning, media, commerce and vendor marketplace platform and

current division of DBI. A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1.

The information disclosed

under this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed”

by CION for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933,

as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release of David’s Bridal, Inc. and K&F Growth Acquisition Corp. II dated October 22, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

Date: October 22, 2026

CĪON INVESTMENT CORPORATION

By:

/s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2628044d1_ex99-1.htm · Sequence: 2

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.2

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.

“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.

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.

###

CONTACTS

Lisa Horton, Chief Communications &

Creative Officer, David’s Bridal

Media: mediarequests@dbi.com

| Investor Relations: ir@dbi.com

SEE INVESTOR RELATIONS PAGE HERE

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.

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

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.

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.

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.

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.

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.3

Cover

Oct. 22, 2026

Document Information [Line Items]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 22, 2026

Entity File Number

814-00941

Entity Registrant Name

CION Investment Corp

Entity Central Index Key

0001534254

Entity Tax Identification Number

45-3058280

Entity Incorporation, State or Country Code

Entity Address, Address Line One

100 Park Avenue

Entity Address, Address Line Two

25th Floor

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10017

City Area Code

212

Local Phone Number

418-4700

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Common Stock [Member]

Document Information [Line Items]

Title of 12(b) Security

Common stock, par value $0.001 per share

Trading Symbol

CION

Security Exchange Name

NYSE

7.50% Notes due 2029 [Member]

Document Information [Line Items]

Title of 12(b) Security

7.50% Notes due 2029

Trading Symbol

CICB

Security Exchange Name

NYSE

7.50% Notes due 2031 [Member]

Document Information [Line Items]

Title of 12(b) Security

7.50% Notes due 2031

Trading Symbol

CICC

Security Exchange Name

NYSE

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_DocumentInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=cion_SevenandhalfpercentNotesdue2029Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=cion_SevenandhalfpercentNotesdue2031Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type: