Cantaloupe, Inc. filings document the public-company record for a self-service commerce technology provider and its transition out of Nasdaq-listed status. The company’s disclosures cover material events, operating and financial results, material agreements, capital-structure matters, governance disclosures and shareholder voting results.
Recent filings include Form 8-K reports documenting the completed merger in which Cantaloupe became a wholly owned indirect subsidiary of 365 Retail Markets, repayment and termination of credit obligations, and related corporate-status changes. A Form 25 records the removal of Cantaloupe common stock from Nasdaq listing and registration, while proxy and annual-meeting filings document director elections, executive-compensation votes, auditor ratification and other governance matters.
Amended Schedule 13G/A filed by Abrams Capital entities and David Abrams for Cantaloupe, Inc. (CTLP) reports that none of the reporting persons beneficially owns any common stock. The filing lists each reporting person with 0 shares (0%) and discloses no sole or shared voting or dispositive power. It states the position represents ownership of 5% or less of a class and includes a certification that the securities were not acquired to change or influence control of the issuer. The filing references an Exhibit 99.1 Joint Filing Agreement.
Form 4 — Cantaloupe, Inc. (CTLP): Reporting person Jeffrey Charles Dumbrell, Chief Revenue Officer, reported equity awards dated 08/01/2025.
The filing shows two grants of Restricted Stock Units (RSUs): 8,095 RSUs granted under the company long-term stock incentive plans with prorated vesting based on days elapsed since grant divided by 1,095 and subject to continued service under the 2025 Merger Agreement; and 12,500 RSUs granted under the 2018 Equity Incentive Plan tied to performance conditions that immediately vested. The tables list beneficial ownership following the transactions as 108,071 and 120,571, respectively. The Form 4 is signed by an attorney-in-fact, Anna Novoseletsky, dated 08/05/2025.
Cantaloupe, Inc. (Nasdaq: CTLP) agreed to be acquired by 365 Retail Markets, LLC. Catalyst MergerSub Inc. will merge into Cantaloupe, which will survive as a wholly owned unit of Catalyst Holdco II. Each common share will receive $11.20 cash; Series A preferred shares will be redeemed at $11.00 plus accrued dividends unless converted to common stock before closing.
The virtual Special Meeting is set for 8 a.m. ET on September 4 2025. Passage needs a majority of votes cast by common and preferred holders voting together. Board members and Hudson Executive Capital, together controlling roughly 17.9 % of the vote, have signed Voting Agreements supporting the deal. J.P. Morgan delivered a fairness opinion, and the Board unanimously recommends voting “FOR” all proposals.
365 has lined up debt financing; completion is not subject to a financing condition. Key conditions are shareholder approval and expiration or termination of the Hart-Scott-Rodino waiting period. Closing is targeted for 2H 2025. Post-merger, CTLP shares will be delisted and Exchange Act registration terminated. Cantaloupe must pay a $31.5 million fee if it accepts a superior offer or makes an adverse recommendation change. Demand letters alleging disclosure deficiencies have been received, but no lawsuits are currently filed.