Correspondence 0001493152-25-014257 from Caring Brands, Inc. (CABR)
Caring Brands, Inc.
Date: Sept. 19, 2025 · CIK: 0002020737 · Accession: 0001493152-25-014257
AI Filing Summary & Sentiment
File numbers found in text: 333-289767
Referenced dates: September 17, 2025
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CORRESP
1
filename1.htm
September
19, 2025
Securities
and Exchange Commission
Division
of Corporate Finance
100
F Street, NE
Washington,
D.C. 20549
Attn:
Mr. Robert Augustin and Ms. Jane Park
Re:
Caring Brands, Inc.
Draft
Registration Statement on Form S-1
Filed
September 8, 2025
File
No. 333-289767
Dear
Mr. Augustin and Ms. Park:
Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its letter of comments dated September 17, 2025 (the “Comment Letter”) relating
to the amended registration statement on Form S-1, which was submitted to the Commission by Caring Brands, Inc. (the “Company”
or “we”) on September 8, 2025.
The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated in bold.
We
have also updated the Registration Statement on Form S-1 (“Registration Statement”) which is submitted to the Commission
simultaneously together with this letter.
Amendment
No. 1 to Form S-1 filed September 8, 2025
General
1.
We
note your deletion of references throughout the registration statement to the distribution of common stock that will be distributed
to the shareholders of Safety Shot following the effectiveness of this registration statement pursuant to the Separation and Exchange
Agreement. However, we note that Article III of the Separation and Exchange Agreement filed as Exhibit 10.6 provides that the Distribution
shall be effected as promptly as possible following the effectiveness of this registration statement. Please restore the references
to the distribution pursuant to the Separation and Exchange Agreement or advise why this disclosure is no longer applicable to your
company. Please also clarify whether the resale of 500,000 shares of common stock held by a certain shareholder relates to the shares
of common stock to be distributed pursuant to the Separation and Exchange Agreement and identify such selling shareholder, where
applicable, or explain to us why the name of such selling shareholder cannot be disclosed.
Response:
We note the Staff’s comment, and respectfully submit that on September 19, 2025, Safety Shot, Inc. (“Safety Shot”)
and the Company executed Amendment No. 1 to the Separation and Exchange Agreement (the “Amendment”), which deletes Article
III (Distribution) of the Separation and Exchange Agreement and confirms that no distribution of the Company’s common stock to
Safety Shot’s shareholders will occur in connection with, or following the effectiveness of, this Registration Statement. We have
filed the Amendment as Exhibit 10.23 and updated the exhibit index accordingly. In light of the Amendment, the disclosure regarding
a distribution is no longer applicable to the Company. We have revised the Registration Statement to (i) remove prior references to a
contemplated “distribution” and (ii) added a statement that no such distribution will occur.
The
resale of 500,000 shares referenced by the Staff does not relate to the Separation and Exchange Agreement or any contemplated distribution.
Rather, on September 4, 2025, Safety Shot sold 500,000 shares of the Company’s common stock to Jordan Fried in a privately
negotiated transaction. We have identified Jordan Fried by name in the Selling Stockholders table, reflected the number of shares beneficially
owned before and after the offering, and included the customary footnotes regarding ownership and any relationships, in accordance with
Regulation S-K.
Should
you have any questions regarding the foregoing, please do not hesitate to contact me or our counsel with any questions or comments regarding
this correspondence on the revised and updated Registration Statement.
Very
truly yours,
By:
/s/
Glynn Wilson
Name:
Glynn
Wilson
Chief
Executive Officer