As filed with the Securities and Exchange Commission on April 7, 2025. Registration No. 333-285964 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARING BRANDS, INC. (Exact Name of Registrant as Specified in its Charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Nevada 2844 99-4103908 (I.R.S. Employer Identification Number) ...

Financial Data and Key Metrics Changes - The company reported revenues for 2024 at approximately $3.9 billion, a modest decline compared to the previous year. Adjusted EBITDA was $866 million with a margin of 22.4%, slightly ahead of last year [19] - In Q4, revenues exceeded $1 billion, with adjusted EBITDA of over $251 million, marking a record margin of 24.8%. GAAP earnings per share were $2.07, while adjusted EPS was $2.88 [20] - Free cash flow reached $229 million in Q4, contributing to a total of over $640 million for the year, with a free cash flow conversion rate of 140% [18][23] Business Line Data and Key Metrics Changes - The Food Processing segment achieved 4.7% organic revenue growth in Q4, resulting in revenues of over $219 million and an adjusted EBITDA margin of 29.6%, up 200 basis points year-over-year [20] - Residential revenues in Q4 were $185 million, down 2.4% year-over-year, but marked the slowest decline of the year. The adjusted EBITDA margin was 13%, the highest in 1.5 years [21] - Commercial revenues in Q4 were over $609 million, with organic revenues down 2.8% year-over-year, maintaining healthy margins over 28% [22] Market Data and Key Metrics Changes - The company noted that macro conditions remained challenging for both commercial and residential businesses but showed signs of gradual improvement moving forward [14] - The Food Processing business finished the year exceptionally strong, with expectations for continued growth into 2025 driven by favorable long-term market drivers [15] Company Strategy and Development Direction - The company announced plans to separate its Food Processing business into a stand-alone public company, aiming to create two independent industry leaders and enhance strategic focus [5][6] - The remaining Middleby Corporation will focus on commercial and residential kitchen equipment, with an emphasis on innovation and capturing market opportunities in automation and digital technologies [9][10] - The company plans to execute the separation through a tax-free spinoff expected to be completed by early 2026 [10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery of the residential business, anticipating gradual improvement in the coming years due to strategic investments made during the downturn [49][50] - The company expects organic revenue growth in the low single digits for 2025, with profitability growth rates exceeding organic revenue growth [30] - Management highlighted the importance of M&A opportunities for both the Food Processing and remaining businesses, with a balanced approach to capital allocation [63] Other Important Information - The company added two new Board members, enhancing the Board's capabilities and perspectives as part of a refreshment process [11][12] - The company is focused on increasing the mix of parts and services across its business segments, leveraging IoT and data to enhance customer experience [124] Q&A Session Summary Question: Can you walk us through the decision to separate Food Processing? - Management indicated that the decision was based on a long-term strategic review, believing that separation will accelerate growth for both entities [42][44] Question: What are the expected free cash flow conversions for the separate businesses? - Management suggested that both businesses could achieve 100% or greater free cash flow conversion, given their similar cash flow characteristics [46] Question: How does the company view the recovery in the residential business? - Management noted that the residential business is at a cyclical trough but sees significant opportunities for growth and margin expansion in the coming years [50][72] Question: What is the outlook for organic growth in Commercial Foodservice? - Management expects a slow start to the year but anticipates improving conditions throughout 2025, with new store openings and increased consultant activity driving growth [80][86] Question: What is the leverage profile expected post-spin? - Management indicated that the Food Processing business would likely have less leverage, allowing for more focus on M&A opportunities [95]

Financial Data and Key Metrics Changes - Consolidated revenue for the quarter was $971 million, with adjusted OIBDA at $144 million and operating income at $36 million. Reported fully diluted earnings per share was a loss of $0.09, while adjusted earnings per share was a profit of $0.28 [19][20] - Adjusted OIBDA for Lionsgate Studios is forecasted to be between $300 million to $320 million for the fiscal year, while Starz's North American business is expected to generate approximately $200 million of adjusted OIBDA [19][20] Business Line Data and Key Metrics Changes - Studio revenue grew 3.2% year over year to $714 million, with adjusted OIBDA increasing 45% to $112 million. Trailing twelve-month library revenue was $954 million, representing a 22% increase compared to last year's Q3 [20][21] - Motion Picture revenue for the quarter was $309 million, with segment profit at $84 million. The television segment saw revenue of $405 million, up 63% year over year, with segment profit significantly increasing to $61 million [20][21] - Media Networks revenue was $345 million, with segment profit at $25 million, reflecting a decline due to exiting most international markets [22] Market Data and Key Metrics Changes - Starz ended the quarter with 12.6 million North American OTT subscribers, representing sequential growth of 170,000 subscribers. Total North American subscribers were 20 million, showing a modest sequential decrease [23] - Starz has successfully transitioned its revenue from 70% linear to 70% digital over the past five years, doubling its domestic OTT subscriber base [16] Company Strategy and Development Direction - The company is focusing on diversifying its buyer mix and cutting costs in its television business while expanding its distribution footprint with key partner renewals and new bundling deals [7][15] - The company announced an extension of its exclusive pay one deal with Starz through 2028 and a new exclusive pay deal with Amazon Prime Video, which is expected to significantly increase contributions from the pay television window [11][12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in a strong fourth quarter, driven by film performance carryover, strong scripted series deliveries, and positive growth in OTT subscribers [29][30] - The company anticipates continued subscriber growth for Starz, particularly in the OTT segment, while expecting a consistent decline in the linear business [79] Other Important Information - The company is preparing for the separation of its businesses, with regulatory review ongoing and a shareholder meeting expected in mid to late April [16][40] - The company is also focusing on ancillary opportunities, including the opening of the John Wick experience in Las Vegas and various stage productions [12][51] Q&A Session Summary Question: Context for the expected increase in studio EBITDA in Q4 - Management indicated that the strong fourth quarter is driven by strength in film and TV, with carryover from mid-sized films and a robust lineup of scripted series [29][30] Question: Update on the separation process - Management confirmed that the SEC review is the last substantial item before separation, with an updated proxy expected soon [38][40] Question: Details on the Amazon relationship and its impact - The Amazon deal allows for earlier access to titles and is expected to significantly benefit both Starz and the studio post-separation [42][46] Question: Industry recovery in content production - Management noted that the TV market is slowly recovering, with a focus on leveraging strong IP and cross-divisional collaboration [57][59] Question: Cost management and talent compensation - Management acknowledged that while talent costs remain high, they are exploring innovative ways to manage overall production costs [67][68]