Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934 

(Amendment No. 8)*

 

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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 Rule 13d-1(e), 13d-1(f) or 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).

†	Based upon 71,084,832 shares of Common Stock issued and outstanding as of January 31, 2022, as determined in reliance on disclosure to that effect made by the Issuer in its Form 10-Q for quarterly period ended December 31, 2021.

This Amendment No. 8 (this “Amendment No. 8”) amends the Schedule 13D originally filed on October 16, 2019, as amended by Amendment No. 1, filed on November 13, 2019, by Amendment No. 2, filed on December 31, 2019, and Amendment No. 3, filed on February 3, 2020, by Amendment No. 4, filed on April 29, 2020, by Amendment No. 5, filed on October 15, 2020, by Amendment No. 6 filed on December 14, 2020, by Amendment No. 7, filed on December 29, 2020 (collectively, the “Original Schedule 13D”, and together with this Amendment No. 8, this “Schedule 13D”). This Amendment No. 8 relates to the common stock, without par value (“Common Stock”), of Cantaloupe, Inc. (formerly USA Technologies, Inc.), a Pennsylvania corporation (“CTLP” or the “Issuer”). The address of the principal executive office of CTLP is 100 Deerfield Lane, Suite 140, Malvern, PA 19355.

Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 8 shall have the meanings ascribed to them in the Original Schedule 13D.

(a) As of 9:30 am EST on February 16, 2022, the Reporting Persons have interests, in the aggregate, 2,419,472 shares of Common Stock directly through Antara Capital Master Fund LP (“Antara Master Fund”). As of the date hereof, the Reporting Persons have the following interest in securities of CTLP:

 

Antara Capital has an aggregate interest in 2,419,472 shares of Common Stock directly held by Antara Master Fund reported above, constituting 3.40%, including shares of Common Stock that are able to be acquired upon the exercise of the Listed Options (as defined below).  The number of shares of Common Stock reported as beneficially owned excludes 1,947,309 Swap Shares in which Antara Capital Master Fund LP has a pecuniary interest.

Himanshu Gulati is deemed to have beneficial ownership of the Common Stock owned beneficially by each of the foregoing persons. Antara GP is deemed to have beneficial ownership of the Common Stock owned beneficially by Antara Capital.  Antara Capital is deemed to have beneficial ownership of the Common Stock directly held by Antara Master Fund.

Based upon 71,084,832 shares of Common Stock issued and outstanding as of January 31, 2022, as determined in reliance on disclosure to that effect made by the Issuer in its Form 10-Q for quarterly period ended December 31, 2021.

(b) Each of the Reporting Persons has the shared power to vote or direct the vote and shared power to dispose or to direct the disposition of the Common Stock reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be.

(c) Except as provided in Item 6 hereof, all transactions in the capital stock of CTLP effected during the past sixty (60) days on behalf of the Reporting Persons over which the Reporting Persons have investment discretion are set forth in Schedule I attached hereto and incorporated herein by reference.

(d) Except as otherwise described in this Schedule 13D, the Antara Master Fund and its investors have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Section 13D.

(e) Effective as of the close of business on January 21, 2022, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities.

Item 6.       Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended to add the following supplemental information:

The following table sets forth all transactions with respect to the capital stock of the Issuer effected in the last sixty (60) days by the Reporting Persons or on behalf of the Reporting Persons in respect of the capital stock, inclusive of any transactions effected through 9:30 am, New York City time, on February 16, 2022.