As filed with the Securities and Exchange Commission on September 08, 2025. Registration No. 333-289767 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 Nu ...

IPO Challenges - Shein faces difficulties in securing regulatory approval for IPOs in New York and London [1] - Chinese regulators scrutinize Shein's efforts to distance itself from being perceived as a Chinese company, including its headquarters relocation to Singapore in 2021 [2] - Regulatory concerns include China's lack of taxation and oversight of Shein's data collection practices [3] Strategic Shift - A potential move to IPO in Hong Kong with Chinese approval is considered a significant strategic shift for Shein [4] - This move might be the only way for Shein to gain approval, despite the structural changes it entails [4] Business Headwinds - Shein's valuation in private markets has decreased due to various business challenges [5] - The loss of the de minimis waiver, impacting duty-free shipments to U S consumers, has negatively affected Shein's business [5] - Trump's tariffs have also contributed to the challenges Shein faces [6] Investor Exit - Shein is seeking a way to provide initial investors with an exit before business conditions worsen further [6]

Regulatory Approval - Tesla is awaiting regulatory approval to launch FSD (Supervised) in Thailand [1] Company Focus - Tesla's expansion plans include introducing FSD (Supervised) in the Thailand market [1]

Financial Performance - Quarterly Net Income was $4 million, or $0.25 per share, a decrease of $0.3 million, or $0.02 per share, compared to the same period in 2024[9] - Quarterly Adjusted Net Income was $4.7 million, or $0.29 per share, an increase of $0.4 million, or $0.02 per share, compared to the same period in 2024 when excluding transaction costs[9] - Year-to-Date Net Income was $31.5 million, or $1.94 per share, consistent with Net Income but $0.02 lower earnings relative to the first six months of 2024[9] - Year-to-Date Adjusted Net Income was $33.1 million, or $2.03 per share, an increase of $1.6 million, or $0.07 per share, compared to the first six months of 2024 when excluding transaction costs[9] Acquisitions and Growth - Bangor Natural Gas ("BNG") acquisition was completed in January 2025[9] - Maine Natural Gas ("MNG") and Aquarion acquisitions are expected to close by the end of 2025[9] - Acquisitions are expected to support earnings growth towards the upper-end of the guidance range over the next five years[9] - The company anticipates a long-term EPS growth rate of 5% - 7% and a long-term rate base growth of 6.5% - 8.5%[9] - The company projects a five-year capital investment of approximately $980 million, which is 46% higher than the prior five years[46] Customer Base and Regulatory Matters - The company has 86,600 natural gas customers[3, 28, 29, 55, 59, 61, 75] - A temporary electric rate award of $7.8 million was approved as-requested in New Hampshire[9]

Financial Data and Key Metrics Changes - The company reported adjusted earnings of $1.01 per share, a significant increase from a loss of $0.14 per share a year ago, reflecting growth across all business segments [7][8] - Adjusted earnings for the third quarter totaled $4.1 million, an increase of over $8 million compared to the previous year [18] Business Line Data and Key Metrics Changes - The Gas Utilities segment had an adjusted loss of $10 million in the third quarter, which was $1 million better than the prior year, driven by higher contribution margin at Spire Missouri [18] - Earnings in the Gas Marketing segment increased by over $4 million, indicating strong performance [19] - The Midstream segment saw strong earnings growth due to additional capacity and asset optimization at Spire Storage, despite higher operating costs [19] Market Data and Key Metrics Changes - Year-to-date capital expenditures totaled $700 million, with a nearly 20% increase in utility CapEx year-over-year, focusing on upgrading distribution infrastructure [20] - The capital investment target for fiscal 2025 has increased to $875 million, reflecting a $10 million increase in Midstream and a $25 million increase in Spire Missouri [21] Company Strategy and Development Direction - The company is committed to a long-term EPS growth target of 5% to 7%, supported by a ten-year $7.4 billion capital investment plan [11][22] - The recent acquisition of the Piedmont Natural Gas business in Tennessee is seen as a strategic move to enhance scale and diversify the regulated utility portfolio [12][13] - The company aims to maintain a strong balance sheet while supporting long-term adjusted EPS growth and dividend growth [14][27] Management Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving financial and operational goals, emphasizing the importance of delivering safe and reliable natural gas service [26][28] - The company is focused on achieving constructive regulatory outcomes and strengthening recovery mechanisms to support continued investment [27] Other Important Information - A unanimous stipulation and agreement has been filed for an annual revenue increase of $210 million in Missouri, pending approval [10][15] - The company anticipates adjusted earnings at the Utility segment to be significantly higher in 2026 due to new rates and improved regulatory frameworks [24] Q&A Session Summary Question: Is the FFO to debt target of 15% to 16% still applicable? - Management confirmed that these targets remain relevant, although achieving them may be slower during the acquisition transition [34] Question: How much of the midstream results is attributable to storage expansion? - Approximately 90% of the increase in midstream results year-over-year is attributed to storage [39] Question: Will the strong marketing results continue into Q4? - Management indicated that Q4 is typically quieter, but they feel confident about the operations and targets for the marketing business [41] Question: Does the long-term 5% to 7% growth rate include impacts from the Missouri rate case? - The growth rate is primarily based on capital deployment, with potential catch-up from previous recovery delays in Missouri [57] Question: How does the company plan to manage O&M expenses going forward? - The target is to keep O&M expenses at or below the rate of inflation, with current year-to-date O&M running less than 1% higher than the prior year [61]

Financial Data and Key Metrics Changes - The company reported adjusted earnings of $0.01 per share, a significant improvement from a loss of $0.14 per share a year ago, reflecting growth across all business segments [7][18] - Year-to-date capital expenditures totaled $700 million, with a nearly 20% increase in utility CapEx year over year [20] Business Line Data and Key Metrics Changes - The Gas Utilities segment had an adjusted loss of $10 million, which was $1 million better than the prior year, driven by higher contribution margin at Spire Missouri [18] - Earnings in the Gas Marketing segment increased by over $4 million, indicating strong performance [18] - The midstream segment saw strong earnings growth, attributed to additional capacity and asset optimization at Spire Storage [18] Market Data and Key Metrics Changes - The company is focused on a long-term EPS growth target of 5% to 7%, supported by a ten-year $7.4 billion capital investment plan [11][22] - The company expects to deliver within its fiscal 2025 earnings guidance of $4.4 to $4.6 per share [11][22] Company Strategy and Development Direction - The company announced the acquisition of the Piedmont Natural Gas Tennessee business, which is expected to enhance its scale and expand its regulated utility footprint [12][13] - The acquisition is projected to add $900 million to the five-year capital plan, focusing on system modernization and infrastructure resilience [13] - The company aims to maintain a strong balance sheet while supporting long-term adjusted EPS growth and dividend growth [13][26] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving strong operational performance and financial discipline, emphasizing the importance of regulatory transparency and customer affordability [25][28] - The company is actively pursuing regulatory approvals for the acquisition and advancing integration planning [28] Other Important Information - A unanimous stipulation and agreement has been filed for an annual revenue increase of $210 million, pending approval by the Missouri Public Service Commission [9][15] - The company is committed to maintaining a strong focus on customer affordability through disciplined cost management [25] Q&A Session Summary Question: Is the FFO to debt target of 15% to 16% still applicable? - Management confirmed that these targets remain the right framework, although progress may be slower during the acquisition transition [31][32] Question: How much of the midstream results is attributable to storage expansion? - Management indicated that about 90% of the increase in midstream results was due to storage, with a 75% to 25% split on net income basis [35][36] Question: Does the long-term 5% to 7% growth rate include impacts from the Missouri rate case settlement? - Management clarified that the growth rate is based on capital deployment and does not directly include the impacts of the rate case [51][52] Question: How does the company see O&M expenses evolving? - Management stated the target is to keep O&M expenses at or below the rate of inflation, with current year-to-date O&M run rate being less than 1% higher than the prior year [55]

Core Insights - Eversource Energy reported Q2 2025 GAAP earnings per share of $0.96, slightly above the $0.95 analyst estimate, with net income improving across all regulated segments [1][2] - The company reaffirmed its full-year 2025 earnings guidance and long-term growth targets, indicating a stable quarter for its core businesses [1][9] Financial Performance - Q2 2025 EPS (GAAP) increased by 1.1% year-over-year from $0.95 in Q2 2024 [2] - Revenue for Q2 2025 was reported at $2,931 million [2] - Net income from Electric Transmission rose to $208 million, a 10.1% increase from $189 million in Q2 2024 [2] - Net income from Electric Distribution increased to $161.5 million, up 7.9% from $149.7 million in Q2 2024 [2] - Net income from Natural Gas Distribution surged by 30.3% to $35.3 million compared to $27.1 million in Q2 2024 [2] Business Overview - Eversource Energy serves 4.6 million customers across Connecticut, Massachusetts, and New Hampshire, operating as a regulated utility [3] - The company focuses on regulatory approvals for infrastructure investments, grid modernization, and service reliability [4] Operational Developments - The Electric Transmission segment's earnings growth was driven by ongoing capital investments [5] - The Electric Distribution segment's earnings growth was primarily due to approved base rate hikes in New Hampshire and Massachusetts [5] - Natural Gas Distribution earnings growth was attributed to rate increases, despite rising expenses [6] - Water Distribution earnings increased by 80% due to higher revenues and lower interest costs [6] Regulatory and Capital Investments - Eversource achieved significant regulatory milestones, including a $900 million recovery for storm and cost under-recoveries in Connecticut [7] - The company has a $24.2 billion five-year capital plan, a 10% increase from the previous period, focusing on transmission upgrades and grid modernization [7] - Continued investment in Advanced Metering Infrastructure (AMI) technology supports state decarbonization plans [8] Forward Guidance - Management maintained its full-year 2025 EPS guidance of $4.67 to $4.82 and a long-term annual EPS growth goal of 5–7% [9] - The company's performance will depend on successful execution of its capital plan and positive regulatory interactions [9] Dividend and Future Considerations - The quarterly dividend remained unchanged from the prior period [10] - Future focus areas include regulatory decisions in New Hampshire and Connecticut, the ongoing Aquarion water business sale, and progress on capital projects [10]

Core Insights - CMS Energy reported strong second-quarter 2025 results, with adjusted EPS of $0.71, exceeding analyst estimates by $0.03, and GAAP revenue of $1,838 million, surpassing expectations by $100.75 million [1][5][11] - The company demonstrated healthy year-over-year growth in both revenue and adjusted EPS, with revenue increasing by 14.4% compared to Q2 2024 [2][5] - Significant storm-related expenses were incurred, yet the company maintained its full-year guidance, showcasing its ability to manage unexpected costs [1][8] Financial Performance - Adjusted EPS (Non-GAAP) for Q2 2025 was $0.71, a 7.6% increase from Q2 2024's $0.66 [2] - GAAP revenue reached $1,838 million, up 14.4% from $1,607 million in Q2 2024 [2] - Operating income rose to $317 million, a 12.0% increase year-over-year [2] Regulatory Environment - CMS Energy received approval for approximately 65% of its requested electric rate increases in March 2025, which will support future infrastructure investments [6] - The company is navigating Michigan's Clean Energy Plan and aims to retire all coal units by the end of 2025 [4][7] Operational Developments - The company is experiencing increased demand for data centers, with a new agreement potentially adding up to 1 gigawatt of electricity load [7] - Operational efficiency initiatives, such as the "CE Way" program, have led to meaningful cost savings despite facing significant storm-related expenses [8] Future Outlook - CMS Energy reaffirmed its full-year 2025 adjusted EPS guidance range of $3.54 to $3.60, with a long-term annual adjusted EPS growth target of 6-8% [11] - The company is focused on high capital investment needs to comply with updated clean energy mandates and is preparing for key regulatory decisions in the coming months [12]

Financial Data and Key Metrics Changes - The company reported adjusted earnings per share (EPS) of $0.92 for Q2 2025, which is $0.07 above the estimate and $0.18 lower than 2024 [7] - Year-to-date retail electricity sales were 1.3% higher than 2024, with a 3% increase in retail electricity sales in Q2 compared to the previous year [8][9] - Adjusted EPS estimate for Q3 is $1.50 per share [8] Business Line Data and Key Metrics Changes - Increased earnings from state-regulated utilities contributed positively, with higher usage and customer growth adding $0.06 year-over-year compared to 2024 [7] - Weather-normal residential sales increased by 2.8%, supported by over 15,000 new electric customers in the quarter [8] - Data center usage was notably up 13% compared to 2024, while industrial sales to major customer segments like transportation and primary metals grew by 6% year-over-year [9] Market Data and Key Metrics Changes - Economic development activities in the Southeast resulted in nearly $2 billion of capital investment and over 6,000 new jobs announced [10] - The large load pipeline across Alabama, Georgia, and Mississippi remains above 50 gigawatts of potential incremental load by the mid-2030s [11] Company Strategy and Development Direction - The company is focused on disciplined growth, with a commitment to customer affordability and regulatory stability [12] - Georgia Power's 2025 integrated resource plan (IRP) was approved, allowing for continued investment in existing fleet and new generation resources [13][14] - The company plans to certify approximately 10 gigawatts of new generation resources, including a mix of third-party power purchase agreements and Georgia Power-owned resources [14] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the economic environment in the Southeast, with unemployment rates and population growth better than national averages [10] - The company is encouraged by the momentum in attracting large load customers and expects to reassess its long-term EPS growth rate as early as 2027 [19][20] - Management emphasized the importance of investing in people and leadership transitions to ensure sustained long-term success [21] Other Important Information - The company has increased its five-year base capital plan from $63 billion to $76 billion, with potential upside of approximately $5 billion still pending [16] - The CFO transition was highlighted, with management expressing gratitude for the retiring CFO's contributions [22] Q&A Session Summary Question: Capital plan update and rate base growth - Management confirmed that they will provide a full financial plan update in the Q4 call and are encouraged by the marketplace momentum [26][27] Question: RFP update and procurement status - Management assured that they have good relationships with OEMs and EPCs, positioning themselves efficiently for upcoming projects [28] Question: FFO to debt improvement timeline - Management expects to reach approximately 17% FFO to debt near the end of the planning horizon, with proactive measures being taken [37][40] Question: Asset sales and rumors - Management stated they are always evaluating opportunities but would not comment on specific rumors [41] Question: Load update and pipeline growth - Management indicated that the large load pipeline continues to grow, with advanced discussions ongoing with major customers [49] Question: Southern Power returns compared to regulated business - Management noted that Southern Power's returns are generally higher than state-regulated returns, but they maintain stringent risk-return parameters [64] Question: New nuclear discussions - Management emphasized the need for new nuclear energy and ongoing discussions with various stakeholders [68] Question: Large load update filing - Management confirmed that an update filing is expected in August, which may reflect higher load than previously discussed [71] Question: Gas plants and timing confidence - Management clarified that the planned new units are based on existing capacity rolling off PPAs [78] Question: Trends on generation costs - Management acknowledged rising generation costs but indicated they are prepared to react accordingly [101]

Financial Performance & Outlook - PPL reported Q2 2025 GAAP earnings of $025 per share and ongoing earnings of $032 per share[6] - The company reaffirmed its 2025 ongoing EPS forecast range of $175 - $187 per share[7] - PPL is on track to complete approximately $43 billion in capital investments and achieve at least $150 million in cumulative O&M savings in 2025[10] - PPL issued approximately $350 million of equity via the ATM year-to-date[30] Capital Investment & Growth - PPL projects $20 billion of capital investment needs through 2028, resulting in an average annual rate base growth of 98% over the period[10] - The company anticipates 6%-8% annual EPS and dividend growth through at least 2028[10,38] - The company is targeting 16%-18% FFO/CFO to debt throughout the plan[10,40] Strategic Initiatives & Regulatory Updates - A constructive agreement was reached to advance generation needs for LG&E and KU, supporting the approval for two new 645MW NGCC units[11,13] - A base rate case was filed in Kentucky on May 30, 2025, requesting an increase in annual electricity revenues of approximately $105 million and $226 million at LG&E and KU, respectively, and an increase in annual gas revenues of approximately $60 million at LG&E[14,16] - PPL Electric is enabling speed to market for data centers with $13 billion invested in Pennsylvania Grid since 2013[18] - PPL is in a joint venture with Blackstone Infrastructure, with PPL owning 51% of the interest, to build new electric generation stations to power data centers under long-term energy services agreements[19]