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BUSINESS | 3 Months Ended
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Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
BUSINESS | BUSINESS Cantaloupe, Inc., is organized under the laws of the Commonwealth of Pennsylvania. We are a digital payments and software services company that provides end-to-end technology solutions for self-service commerce. We offer a single platform for self-service commerce which includes integrated payments processing and software solutions that handle inventory management, pre-kitting, route logistics, warehouse and back-office management. Our enterprise-wide platform is designed to increase consumer engagement and sales revenue through digital payments, digital advertising and customer loyalty programs, while providing retailers with control and visibility over their operations and inventory. Our customers range from vending machine companies to operators of micro-markets and smart retail, laundromats, metered parking terminals, amusement and entertainment venues, IoT services and more. Cantaloupe, Inc. and its consolidated subsidiaries are referred to herein collectively as "Cantaloupe," the "Company," "we," "our" or "us," unless the context requires otherwise. Merger with 365 Retail Markets, LLC On June 15, 2025, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with 365 Retail Markets, LLC ("365 Retail Markets"), Catalyst Holdco I, Inc. ("Holdco"), Catalyst Holdco II, Inc. ("Holdco II") and Catalyst Merger Sub Inc. Subject to the terms and conditions of the Merger Agreement, 365 Retail Markets has agreed to acquire the Company in an all-cash transaction for $11.20 per share of common stock, without interest (the "Merger Consideration"). Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned, indirect subsidiary of 365 Retail Markets. Upon the consummation of the Merger, we will cease to be a publicly traded company, and our common stock will be delisted from The Nasdaq Stock Market LLC and deregistered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have agreed to various customary covenants and agreements, including, among others, agreements to conduct our business in the ordinary course during the period between the execution of the Merger Agreement and the effective time of the Merger. We do not believe these restrictions will prevent us from meeting our debt service obligations, ongoing costs of operations, working capital needs, or capital expenditure requirements. The respective obligations of Cantaloupe and 365 Retail Markets to consummate the Merger are subject to the satisfaction or waiver of several closing conditions specified in the Merger Agreement, including the expiration or termination of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). On September 4, 2025, the Company held a special meeting of shareholders, where shareholders approved a proposal to approve and adopt the Merger Agreement, including the Merger. On September 17, 2025, each of Cantaloupe and 365 Retail Markets received a request for additional information and documentary material (a “Request”) from the U.S. Federal Trade Commission (the “Second FTC”) pursuant to the HSR Act in connection with the Merger. The effect of a Second Request is to extend the applicable waiting period relating to the Merger until 30 days after each of Cantaloupe and 365 Retail Markets has substantially complied with the Second Request issued to it, unless the waiting period is terminated earlier by the FTC. Cantaloupe and 365 Retail Markets will continue to cooperate with the FTC staff in its review of the Merger. Assuming Cantaloupe and 365 Retail Markets receive the required clearance under the HSR Act and each of the other conditions to the consummation of the Merger are satisfied or waived in a timely manner, the parties to the Merger Agreement currently expect to complete the Merger in the first half of calendar year 2026.

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