Cantaloupe Goes Private in $11.20/Share Deal with 365 Retail Markets

TL;DR

**CTLP is getting acquired for $11.20/share cash, so take your profits and move on; the public market story is over.**

AI Summary

Cantaloupe, Inc. (CTLP) reported a significant strategic shift with its pending acquisition by 365 Retail Markets, LLC for $11.20 per share in an all-cash transaction, expected to close in the second half of calendar year 2025. This will result in CTLP ceasing to be a publicly traded company. The company, a global technology leader in self-service commerce, offers micro-payment processing, self-checkout kiosks, mobile ordering, and enterprise cloud software, handling over a billion transactions annually. Revenue streams include subscription, transaction processing, and equipment sales, with the majority derived from subscription and transaction fees. Cantaloupe serves 34,896 customers across the United States, United Kingdom, European Union, Australia, and Mexico. Key acquisitions in the past fiscal year include Cheq software in February 2024 and SB Software in September 2024, expanding its offerings in entertainment venues and the U.K./E.M.E.A. vending market. The company's market value of common equity held by non-affiliates was $562.9 million as of December 31, 2024, with 73,368,777 shares outstanding as of September 2, 2025.

Why It Matters

This acquisition by 365 Retail Markets, LLC marks a pivotal moment for Cantaloupe, Inc., transitioning it from a publicly traded entity to a private subsidiary. For investors, the $11.20 per share cash offer provides a clear exit strategy and a defined return, but also removes future public market upside. Employees and customers may see integration efforts and potential shifts in product strategy as Cantaloupe aligns with 365 Retail Markets' broader vision in the competitive self-service commerce sector. The deal reflects ongoing consolidation in the digital payments and automated retail industry, where companies are seeking scale and integrated solutions to address rising consumer demand for cashier-less experiences and operational efficiencies.

Risk Assessment

Risk Level: low — The risk level is low for current shareholders due to the definitive merger agreement with 365 Retail Markets, LLC for $11.20 per share. Shareholders approved the merger on September 4, 2025, and the transaction is expected to close in the second half of calendar year 2025, pending regulatory approvals. This provides a clear, fixed cash return, significantly de-risking the investment.

Analyst Insight

Investors holding CTLP shares should prepare for the cash payout of $11.20 per share upon the merger's completion. Given the fixed acquisition price and shareholder approval, there is little opportunity for further price appreciation, suggesting a sell strategy if capital is needed elsewhere or to avoid any minor, residual closing risks.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $11.20 — Merger Consideration per share (All-cash acquisition price for Cantaloupe, Inc. common stock.)
• $562.9 million — Market Value of Non-Affiliate Equity (Aggregate market value of voting and non-voting common equity held by non-affiliates as of December 31, 2024.)
• 73,368,777 — Outstanding Shares (Total common stock shares outstanding as of September 2, 2025.)
• 34,896 — Number of Customers (Cantaloupe serves this many customers across five geographic regions.)
• 1 billion+ — Annual Transactions (Number of transactions handled annually by Cantaloupe's solutions.)

Key Players & Entities

• Cantaloupe, Inc. (company) — Acquired company
• 365 Retail Markets, LLC (company) — Acquiring company
• $11.20 (dollar_amount) — Merger Consideration per share
• September 4, 2025 (date) — Date of shareholder approval for merger
• February 2024 (date) — Acquisition of Cheq software
• September 2024 (date) — Acquisition of SB Software
• $562.9 million (dollar_amount) — Aggregate market value of common equity held by non-affiliates as of December 31, 2024
• 73,368,777 (dollar_amount) — Outstanding shares of common stock as of September 2, 2025
• The NASDAQ Stock Market LLC (regulator) — Exchange where CTLP common stock is listed
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Pending Acquisition by 365 Retail Markets [high — legal]: Cantaloupe is subject to the risk that the pending acquisition by 365 Retail Markets, LLC for $11.20 per share may not be completed. The Merger Agreement outlines conditions for closing, and failure to meet these could result in the termination of the deal, impacting shareholder value and future strategic options.
• Competition in Self-Service Commerce [medium — market]: The self-service commerce market is competitive, with numerous players offering payment processing, kiosks, and software solutions. Cantaloupe's ability to maintain market share and drive growth depends on its innovation and ability to differentiate its offerings, including its Seed, Cantaloupe Go, Cheq, and SB Software solutions.
• Integration of Acquired Companies [medium — operational]: Cantaloupe has recently acquired Cheq software (February 2024) and SB Software (September 2024). The successful integration of these businesses, including their technologies and customer bases, is critical for realizing their full potential and avoiding operational disruptions.
• Payment Processing Compliance [medium — regulatory]: As a payment processor, Cantaloupe must comply with various regulations related to data security, privacy, and financial transactions. Changes in these regulations or failure to maintain compliance could lead to fines, reputational damage, and operational challenges.
• Dependence on Transaction Volumes [medium — financial]: A significant portion of Cantaloupe's revenue is driven by transaction fees. Any downturn in consumer spending, changes in transaction patterns, or shifts away from cashless payments could negatively impact revenue and profitability.

Industry Context

Cantaloupe operates in the rapidly evolving self-service commerce and digital payments industry. Key trends include the increasing adoption of cashless transactions, the growth of unattended retail (like micro-markets and smart vending), and the demand for integrated software solutions that enhance operational efficiency and customer experience. The competitive landscape features a mix of specialized payment processors, kiosk manufacturers, and software providers, necessitating continuous innovation.

Regulatory Implications

As a payment processor and technology provider, Cantaloupe is subject to regulations concerning data security (e.g., PCI DSS), consumer privacy, and financial transaction compliance. The pending acquisition by 365 Retail Markets may also involve regulatory review depending on antitrust considerations and the combined entity's market position.

What Investors Should Do

1. Monitor Merger Closing Conditions
2. Evaluate Post-Acquisition Strategy (if deal fails)
3. Assess Revenue Diversification and Growth Drivers

Key Dates

• 2024-02-01: Acquisition of Cheq software — Expanded offerings in entertainment venues.
• 2024-09-01: Acquisition of SB Software — Expanded presence in the U.K./E.M.E.A. vending market.
• 2025-06-15: Entered into Merger Agreement with 365 Retail Markets, LLC — Agreed to be acquired for $11.20 per share in an all-cash transaction, leading to delisting.
• 2025-12-31: Expected closing of the acquisition by 365 Retail Markets — Cantaloupe will cease to be a publicly traded company.

Glossary

Self-service commerce

A business model where customers can complete transactions and access services without direct human assistance, often through automated kiosks or digital platforms. (This is the core business area for Cantaloupe, powering their payment processing and software solutions.)

Micro-payment processing

The handling of very small value financial transactions, common in vending machines, transit, and digital content. (A key service offered by Cantaloupe, enabling transactions on their self-service devices.)

POS (Point of Sale) systems

Hardware and software used to manage transactions at the point where a customer makes a purchase. (Cantaloupe provides POS systems and software, including self-checkout kiosks and connected devices.)

Seed software

Cantaloupe's enterprise cloud software for managing vending, micro-markets, and other self-service retail operations. (A significant revenue driver, providing management, payment processing, and data analytics.)

Cantaloupe ONE program

A bundled subscription service that includes POS electronic payment devices and checkout kiosks. (Represents a key offering for customers, bundling hardware and services.)

Merger Agreement

The legal contract outlining the terms and conditions for the acquisition of Cantaloupe by 365 Retail Markets. (Details the terms of the pending acquisition, including the $11.20 per share cash consideration.)

Year-Over-Year Comparison

This 10-K filing is marked by the significant announcement of Cantaloupe's pending acquisition by 365 Retail Markets for $11.20 per share, a transaction expected to conclude in the latter half of 2025. This event overshadows year-over-year financial comparisons, as the company is set to transition from public to private ownership. While specific financial metrics like revenue growth, margin changes, and new risks compared to the prior year are not detailed in the provided excerpt, the strategic shift towards acquisition is the paramount development.

Key Financial Figures

• $11.20 — Company in an all-cash transaction for $11.20 per share of common stock, without inte

Filing Documents

• ctlp-20250630.htm (10-K) — 2340KB
• ctlp-20250630xex41.htm (EX-4.1) — 15KB
• ctlp-20250630xex1093.htm (EX-10.93) — 49KB
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• ctlp-20250630xex311.htm (EX-31.1) — 9KB
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• cltp-20250630xex321.htm (EX-32.1) — 4KB
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• 0001628280-25-041775.txt ( ) — 14214KB
• ctlp-20250630.xsd (EX-101.SCH) — 77KB
• ctlp-20250630_cal.xml (EX-101.CAL) — 156KB
• ctlp-20250630_def.xml (EX-101.DEF) — 300KB
• ctlp-20250630_lab.xml (EX-101.LAB) — 962KB
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Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 30 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 41 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 42 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 87 9A.

Controls and Procedures

Controls and Procedures. 87 9B . Other Information. 88 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 88 PART III Item 10. Directors, Executive Officers and Corporate Governance. 89 11.

Executive Compensation

Executive Compensation. 95 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 111 13. Certain Relationships and Related Transactions, and Director Independence. 112 14. Principal Accounting Fees and Services. 113 PART IV Item 15. Exhibits, Financial Statement Schedules. 115 16 . Form 10-K Summary . 117 2 PART I In this Annual Report on Form 10-K, or Annual Report, and unless otherwise indicated, the terms "Cantaloupe", the "Company", "CTLP", "we", "us", "our", "our company" and "our business" refer to Cantaloupe, Inc., formerly known as USA Technologies, Inc. The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report. Due to rounding, figures in tables may not sum exactly.

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the anticipated financial and operating results of Cantaloupe, Inc. For this purpose, forward-looking statements are any statements contained herein that are not statements of historical fact and include, but are not limited to, those preceded by or that include the words "estimate," "could," "should," "would," "likely," "may," "will," "plan," "intend," "believes," "expects," "anticipates," "projected," or similar expressions. Those statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and was derived using numerous assumptions. Important factors that could cause the Company's actual results to differ materially from those projected include, for example: disruption to our business caused by the acquisition of us by 365 Retail Markets, LLC ("365 Retail Markets"); our ability to consummate the transaction with 365 Retail Markets within the contemplated timeframe, or at all, including risks and uncertainties related to securing the necessary regulatory approvals and the satisfaction of other closing conditions; the impact on our stock price, business, financial condition and results of operations if the proposed transaction with 365 Retail Markets is not consummated; costs, charges and expenses relating to the proposed transaction with 365 Retail Markets; proceedings, including litigation that seeks to prevent the proposed transaction with 365 Retail Markets from being consummated within the contemplated timeframe, or at all; general economic, market or business conditions unrelated to our operating performance, including inflation, elevated interests rates, supply chain di

Business

Item 1. Business. OVERVIEW Cantaloupe, Inc. (Nasdaq: CTLP) is organized under the laws of the Commonwealth of Pennsylvania. We are a global technology leader powering self-service commerce. Cantaloupe offers a comprehensive suite of solutions including micro-payment processing, self-checkout kiosks, mobile ordering, connected point-of-sale ("POS") systems, and enterprise cloud software. Handling more than a billion transactions annually, our solutions enhance operational efficiency and consumer engagement across sectors like food & beverage markets, smart automated retail, hospitality, entertainment venues, laundromats and more. Committed to innovation, we aim to drive advancements in digital payments and business optimization, serving 34,896 customers in the United States, United Kingdom, European Union countries, Australia, and Mexico. Our revenue streams consist of subscription, transaction processing and equipment sales. We derive the majority of our revenues from subscription and transaction fees resulting from transactions on, as well as connectivity and telemetry services provided by, our cashless devices, Seed software, Cantaloupe Go software, Cheq software (acquired in February 2024), SB Software (acquired in September 2024), and our API services used via our Seed API (formerly known as Quick Connect) product. These services include digital payment processing, loyalty programs, inventory management, route logistics optimization, warehouse and accounting management, intelligent merchandising, digital advertising, mobile ordering, and more. Devices and POS terminals operating on the Company's platform and using our services include those resulting from the sale, finance or a monthly bundled subscription (Cantaloupe ONE program) of our POS electronic payment devices and 5 checkout kiosks, telemetry devices, certified payment software or the servicing of similar third-party installed POS terminals and telemetry devices. The majority of customers pay a m

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