Cantaloupe Inc. Files Definitive Additional Materials

TL;DR

CANTALOUPE INC. FILED MORE PROXY DOCS - NO FEE REQUIRED.

AI Summary

Cantaloupe, Inc. filed a Definitive Additional Materials (DEFA14A) on August 22, 2025. This filing is related to the company's proxy statement, indicating it contains supplementary information for shareholders regarding a meeting or vote. The filing does not appear to involve a fee, as indicated by the 'No fee required' checkbox.

Why It Matters

This filing provides shareholders with updated or additional information relevant to upcoming corporate decisions or votes, ensuring transparency and informed participation.

Risk Assessment

Risk Level: low — This is a routine filing of additional proxy materials, not indicating any immediate financial or operational risks.

Key Players & Entities

• CANTALOUPE, INC. (company) — Registrant
• 0001140361-25-032369 (filing_id) — Accession Number
• 20250822 (date) — Filing Date

FAQ

Key Financial Figures

• $0.25 — of common stock (rounded to the nearest $0.25): Metric Implied Equity Value per
• $10.00 — V/2025E Adj. EBITDA Multiple $ 7.75 – $10.00 FV/2026E Adj. EBITDA Multiple $ 8.50
• $12.25 — V/2026E Adj. EBITDA Multiple $ 8.50 – $12.25 FV/2026E uFCF Multiple $ 5.50 – $10.
• $10.50 — 2.25 FV/2026E uFCF Multiple $ 5.50 – $10.50 J.P. Morgan compared these ranges to (
• $8.37 — affected share price of common stock of $8.37 on May 30, 2025 and (ii) the merger con
• $11.20 — 25 and (ii) the merger consideration of $11.20 per share of common stock. The disclos
• $24.25 — 025 Global Payments Inc. Worldpay $24.25 11.7x April 1, 2024 Advent Intern
• $6.3 — ent International Nuvei Corporation $6.3 12.6x June 9, 2023 Brookfield Ass
• $3.0 — nagement Ltd. Network International $3.0 14.3x March 15, 2023 Sixth Street
• $1.0 — nd BGH Capital Pushpay Holdings Ltd $1.0 19.0x January 9, 2023 Nuvei Corpo
• $1.3 — uvei Corporation Paya Holdings Inc. $1.3 16.0x August 1, 2022 Global Payme
• $4.0 — al Payments Inc. EVO Payments, Inc. $4.0 18.2x Based on the results of this
• $9.00 — to the nearest $0.25) of approximately $9.00 to $15.25, which J.P. Morgan compared t
• $15 — earest $0.25) of approximately $9.00 to $15.25, which J.P. Morgan compared to (i) t

Filing Documents

• ef20054359_defa14a.htm (DEFA14A) — 88KB
• 0001140361-25-032369.txt ( ) — 89KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under Rule 14a-12 Cantaloupe, Inc. (Name of registrant as specified in its charter) (Name of person(s) filing proxy statement, if other than the registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 As previously disclosed, on June 15, 2025, Cantaloupe, Inc., a Pennsylvania corporation (" Cantaloupe ", the " Company ", " we ", " our " or " us "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with 365 Retail Markets, LLC, a Delaware limited liability company (" 365 "), Catalyst Holdco I, Inc., a Delaware corporation and a wholly-owned subsidiary of 365 (" Holdco "), Catalyst Holdco II, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdco (" Holdco II "), and Catalyst MergerSub Inc., a Delaware corporation and a wholly-owned subsidiary of Holdco II (" Merger Subsidiary "). Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Subsidiary will merge with and into Cantaloupe (the " Merger "), with Cantaloupe surviving the Merger as a wholly-owned, indirect subsidiary of 365. On July 11, 2025, Cantaloupe filed a preliminary proxy statement (the " Preliminary Proxy Statement ") with the Securities and Exchange Commission (the " SEC "), and on July 24, 2025, Cantaloupe filed a definitive proxy statement (the " Proxy Statement ") with the SEC, in each case in connection with the Merger. Following the filing of the Preliminary Proxy Statement, and as of the date of this supplement to the Proxy Statement (this " Supplement "), Cantaloupe has received certain Complaints and Demand Letters (as defined below) on behalf of purported Cantaloupe shareholders alleging deficiencies regarding the disclosures contained in the Preliminary Proxy Statement and the Proxy Statement. On August 12, 2025, a lawsuit by a purported shareholder of Cantaloupe, captioned Eric Young v. Cantaloupe, Inc., et al. , was filed in the Supreme Court of the State of New York, County of New York (the " Young Complaint "), asserting individual claims against Cantaloupe and the members of Cantaloupe's board of directors for negligent misrepresentation and concealment and negligence, in violation of New York common law, based upon information included in or omitted from the Proxy Statement. On August 13, 2025, a lawsuit by a purported shareholder of Cantaloupe, captioned Matthew Wright v. Cantaloupe, Inc., et al. , was filed in the Supreme Court of the State of New York, County of New York (the " Wright Complaint " and, together with the Young Complaint, the " Complaints "), asserting substantially the same claims to that of the Young Complaint. The Complaints seek, among other relief, an injunction enjoining the defendants from consummating the Merger unless Cantaloupe discloses the material information allegedly omitted from the Proxy Statement, rescission of the Merger in the event it is consummated without Cantaloupe disclosing the material information allegedly omitted from the Proxy Statement and an award of costs, including attorneys' and experts' fees and expenses. In addition, Cantaloupe has received certain demand letters (the " Demand Letters ") alleging deficiencies regarding the disclosures contained in the Preliminary Proxy Statement and the Proxy While Cantaloupe believes that the disclosures set forth in the Proxy Statement comply fully with all applicable law and denies the allegations in the Complaints and Demand Letters, in order to moot the purported shareholders' disclosure claims, to avoid nuisance and possible expense and disruption to the Merger and to provide additional information to its shareholders, Cantaloupe has determined to voluntarily supplement certain disclosures in the Proxy Statement with the supplemental disclosures set forth below (the " Supplemental Disclosures "). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable law of any of the disclosures set forth herein. To the contrary, Cantaloupe specifically denies all allegations that any additional disclosure was or is required or material. It is possible that additional or similar complaints or demand letters may be received by Cantaloupe alleging similar or additional disclosure deficiencies following the date of this Supplement. If any such additional or similar complaints

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