Amendment: SEC Form SCHEDULE 13D/A filed by Cantaloupe Inc.
$CTLP
Office Equipment/Supplies/Services
Miscellaneous
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
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CANTALOUPE, INC. (Name of Issuer) |
Common Stock, no par value (Title of Class of Securities) |
138103106 (CUSIP Number) |
Douglas L. Braunstein Hudson Executive Capital LP, c/o White & Case LLP, 1221 6th Avenue New York, NY, 10020 (212) 521 8495 with copy to: Richard M. Brand White & Case LLP, 1221 6th Avenue New York, NY, 10020 (212) 819 8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 138103106 |
| 1 |
Name of reporting person
Hudson Executive Capital LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,319,372.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.76 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person:
(1) Calculated based on 73,058,462 shares of outstanding common stock, no par value, of the Issuer, as of May 2, 2025, as reported in the Issuer's Form 10-Q filed with the U.S. Securities and Exchange Commission ("SEC") on May 8, 2025.
SCHEDULE 13D
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| CUSIP No. | 138103106 |
| 1 |
Name of reporting person
HEC Management GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,319,372.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.76 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person:
(2) Calculated based on 73,058,462 shares of outstanding common stock, no par value, of the Issuer, as of May 2, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on May 8, 2025.
SCHEDULE 13D
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| CUSIP No. | 138103106 |
| 1 |
Name of reporting person
Douglas L. Braunstein | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,339,584.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.78 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(3) Calculated based on 73,058,462 shares of outstanding common stock, no par value, of the Issuer, as of May 2, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on May 8, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, no par value | |
| (b) | Name of Issuer:
CANTALOUPE, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
100 Deerfield Lane, Suite 300, Malvern,
PENNSYLVANIA
, 19355. | |
Item 1 Comment:
This Amendment No. 14 to Schedule 13D (this "Amendment No. 14") relates to the Schedule 13D filed on May 20, 2019 (the "Initial 13D" and, as amended and supplemented through the date of this Amendment No. 14, collectively, the "Schedule 13D") by the Reporting Persons, relating to the common stock, no par value (the "Common Stock"), of Cantaloupe, Inc., a company organized under the laws of the State of Pennsylvania (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 14 shall have the meanings set forth in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This Schedule 13D relates to the shares of Common Stock. The principal executive offices of the Issuer are located at 100 Deerfield Lane, Suite 300, Malvern, Pennsylvania 19355.
Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), beneficially owns an aggregate of 9,319,372 shares of Common Stock representing approximately 12.76% of the issued and outstanding shares of Common Stock. HEC Management GP LLC, a Delaware limited liability company ("Management GP"), beneficially owns an aggregate of 9,319,372 shares of Common Stock representing approximately 12.76% of the issued and outstanding shares of Common Stock. Douglas L. Braunstein, a citizen of the United States of America, beneficially owns an aggregate of 9,339,584 shares of Common Stock representing approximately 12.78% of the issued and outstanding shares of Common Stock. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by the following:
The information provided in Item 6 is incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) and 5(b) are each hereby amended and supplemented to incorporate by reference the information provided in the cover pages and in response to Item 1 of this Amendment No. 14. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by the following:
Merger Agreement
Pursuant to the Agreement and Plan of Merger, dated as of June 15, 2025 (the "Merger Agreement"), by and among the Issuer, 365 Retail Markets, LLC, a Delaware limited liability company ("Parent"), Catalyst Holdco I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("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"), subject to the terms and conditions thereof, Merger Subsidiary will merge with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned, indirect subsidiary of Parent.
Voting Agreement
Concurrently with the execution and delivery of the Merger Agreement, certain of the Reporting Persons entered into a Voting and Support Agreement with Parent (the "Voting Agreement"). Pursuant to the Voting Agreement, certain Reporting Persons (solely in their and their representatives' capacity as a stockholder of the Issuer) agreed to, among other matters, vote in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger. The Voting Agreement will terminate upon the earliest of, among other occurrences: (i) the Effective Time (as defined in the Merger Agreement); (ii) the date on which the Merger Agreement is validly terminated; and (iii) the date of any modification, waiver or amendment to any provision of the Merger Agreement effected without the Reporting Persons' consent that (A) decreases the amount or changes the form of Merger Consideration (as defined in the Merger Agreement), (B) extends the End Date (as defined in the Merger Agreement) or (C) imposes any additional conditions on consummation of the Merger. In addition, the Voting Agreement contains certain restrictions on transfer of Subject Securities (as defined in the Voting Agreement) held by the Reporting Persons party thereto.
The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Voting Agreement, a copy of which is attached as Exhibit 99.1 and is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented by the following:
99.1. Form of Voting Agreement (incorporated by reference to Exhibit 10.1 of the Issuer's Form 8-K filed with the Securities and Exchange Commission on June 16, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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