Material Event (Form 8-K)

Item 8.01

Other Events.

As previously announced, on June 15, 2025, Cantaloupe, Inc., a Pennsylvania corporation ("Cantaloupe"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with 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"). 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 Parent.

The respective obligations of Cantaloupe, Parent, Holdco, Holdco II and Merger Subsidiary 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 17, 2025, each of Cantaloupe and Parent received a request for additional information and documentary material (a "Second Request") from the U.S. Federal Trade Commission (the "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 Parent has substantially complied with the Second Request issued to it, unless the waiting period is terminated earlier by the FTC. Cantaloupe and Parent will continue to cooperate with the FTC staff in its review of the Merger.

Assuming Cantaloupe and Parent 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.