Merger closes: Cantaloupe (NASDAQ: CTLP) cash-out at $11.20, offerings removed

Rhea-AI Filing Summary

Cantaloupe, Inc. effected a post-effective amendment to its Form S-3 to deregister securities previously registered under Registration No. 333-255040 following a merger. Under the Merger Agreement dated June 15, 2025, the merger closed with the effective time on May 8, 2026, and each outstanding share of common stock was converted into the right to receive $11.20 in cash. The amendment removes all unsold securities that remained registered under the registration statement, which had originally covered an indeterminate number of securities with an initial aggregate offering price not to exceed $100,000,000 and the resale of up to 5,730,000 shares of common stock.

Insights

M&A Counsel

Post-closing deregistration follows a cash-out merger at $11.20 per share.

The filing states that, at the Effective Time of the merger on May 8, 2026, outstanding common shares were cancelled and converted into the right to receive $11.20 in cash. The registrant has terminated offerings under the prior registration statement and removed unsold securities by this post-effective amendment.

Key dependencies include the Merger Agreement dated June 15, 2025 and the specified carve-outs for treasury shares and rollover shares. Subsequent public disclosures or filings by the surviving parent may provide further details on remaining capitalization and any residual registration obligations.

Key Figures

Registration number: 333-255040 Aggregate offering price: $100,000,000 Resale shares registered: 5,730,000 shares +3 more

6 metrics

Registration number 333-255040 Form S-3 that was amended

Aggregate offering price $100,000,000 initial aggregate offering price limit stated in registration

Resale shares registered 5,730,000 shares resale of common stock registered under the statement

Per-share merger consideration $11.20 cash paid per outstanding common share at the Effective Time

Merger agreement date June 15, 2025 date of the Agreement and Plan of Merger

Merger effective date May 8, 2026 Effective Time when merger closed and amendment filed

Key Terms

Post-Effective Amendment, Rollover Shares, Registration Statement, Effective Time

4 terms

Post-Effective Amendment regulatory

"this “Post-Effective Amendment No. 1” relates to Registration Statement No."

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Rollover Shares financial

"shares of Common Stock contributed to Parent... prior to the Effective Time (“Rollover Shares”)"

Registration Statement regulatory

"Registration Statement No. 333-255040 on Form S-3 (the “Registration Statement”)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Effective Time other

"At the effective time of the Merger (the “Effective Time”)"

Offering Details

base_shelf_indeterminate

Offering

Offering Type base_shelf_indeterminate

As filed with the Securities and Exchange Commission on May 8, 2026

Registration No. 333-255040

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3 REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Cantaloupe, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania		23-2679963
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1743 Maplelawn Drive Troy, Michigan		48084
(Address of principal executive offices)		(Zip Code)

Brittany Westerman

Chief Operating Officer

365 Retail Markets, LLC

1743 Maplelawn Drive

Troy, Michigan 48084

(888) 365-7382

(Name, address, and telephone number, including area code, of agent for service)

Copies to:

James R. Griffin, Esq.

David Gail, Esq.

Claudia Lai, Esq.

Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, Texas 75201

(214) 746-7700

and

Ramona Y. Nee, Esq.

Weil, Gotshal & Manges LLP

100 Federal Street, Floor 34

Boston, Massachusetts 02110

(617) 772-8300

Approximate date of commencement of proposed sale to the public: This post-effective amendment is being filed to deregister the unsold securities previously registered under this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,  a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

DEREGISTRATION OF UNSOLD SECURITIES

This post-effective amendment no. 1 (this “Post-Effective Amendment No. 1”) relates to Registration Statement No. 333-255040 on Form S-3 (the “Registration Statement”), filed by Cantaloupe, Inc. (f/k/a USA Technologies, Inc.), a Pennsylvania corporation (“Cantaloupe”), with the U.S. Securities and Exchange Commission on April 5, 2021, registering (i) an indeterminate number of shares of Cantaloupe’s securities, which together had an initial aggregate offering price not to exceed $100,000,000, which consisted of (a) shares of common stock of Cantaloupe, without par value (“Common Stock”), (b) shares of preferred stock of Cantaloupe, without par value, (c) debt securities, (d) warrants, (e) units and (f) subscription rights, and (ii) the resale of up to 5,730,000 shares of Common Stock.

On May 8, 2026, pursuant to the Agreement and Plan of Merger, dated as of June 15, 2025 (the “Merger Agreement”), by and among Cantaloupe, 365 Retail Markets, LLC, a Delaware limited liability company (“Parent”), Catalyst Holdco I, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Holdco”), Catalyst Holdco II, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco (“Holdco II”), and Catalyst MergerSub Inc., a Delaware corporation and wholly-owned subsidiary of Holdco II (“Merger Subsidiary”), Merger Subsidiary merged with and into Cantaloupe (the “Merger”), with Cantaloupe surviving the Merger as a wholly-owned subsidiary of Holdco II. At the effective time of the Merger (the “Effective Time”), and by virtue of the Merger, each share of Common Stock that was outstanding immediately prior to the Effective Time (other than (i) shares of Common Stock owned by Cantaloupe or any subsidiary of Cantaloupe as treasury stock (including all shares of Series A Convertible Preferred Stock, without par value, of Cantaloupe redeemed by Cantaloupe in accordance with the terms of the Merger Agreement) or owned by Parent, Holdco, Holdco II, Merger Subsidiary or any other subsidiary of Parent (which were automatically canceled at the Effective Time for no consideration), and (ii) shares of Common Stock contributed to Parent, Holdco, Holdco II or Merger Subsidiary by certain shareholders of Cantaloupe prior to the Effective Time (“Rollover Shares”), which were subject to the treatment specified under the rollover agreement applicable to such Rollover Shares immediately prior to the Effective Time, and were automatically canceled at the Effective Time for no consideration) was canceled and converted into the right to receive $11.20 in cash, without interest.

The foregoing summary of the Merger and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement.

In connection with the Merger, Cantaloupe has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by Cantaloupe in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance and remain unsold at the termination of such offering, Cantaloupe hereby removes from registration by means of this Post-Effective Amendment No. 1 all of the securities registered and remaining unsold under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Malvern, State of Pennsylvania, on May 8, 2026.

CANTALOUPE, INC.
By:	/s/ Brittany Westerman
Name:	Brittany Westerman
Title:	Vice President and Secretary

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 under the Securities Act of 1933, as amended.

FAQ

What did Cantaloupe (CTLP) file in this post-effective amendment?

The company filed a post-effective amendment to deregister unsold securities previously registered under Registration No. 333-255040, terminating offerings under that registration. The amendment removes all securities that remained unsold at the end of the offering.

How were Cantaloupe shareholders paid in the merger?

Each outstanding share of common stock was converted into the right to receive $11.20 in cash at the Effective Time of the merger on May 8, 2026. Certain treasury and rollover share exceptions are described in the merger terms.

What securities were originally registered under the Form S-3?

The registration covered an indeterminate number of securities with an initial aggregate offering price not to exceed $100,000,000, including common stock, preferred stock, debt, warrants, units, subscription rights, and the resale of up to 5,730,000 shares of common stock.

Does this amendment change the terms of the merger?

No. The amendment states it deregisters unsold securities in accordance with an undertaking in the registration statement; it does not modify the merger terms, which are governed by the Merger Agreement dated June 15, 2025.