Mushrooms, Inc. (OTC: MSRM) Signs Share Exchange Agreement to Acquire SecurCapital Corp
Rhea-AI Summary
Mushrooms, Inc. (OTC: MSRM) agreed to acquire SecurCapital Corp by an all-stock Share Exchange Agreement, creating a logistics and finance platform. Closing is anticipated in early March 2026, subject to customary conditions and regulatory approvals.
Based on unaudited interim data, SecurCapital portfolio companies generate approximately $10 million trailing twelve-month revenue. Post-closing, Stephen Russell will become CEO of Mushrooms, Inc., the company intends a rebrand to SecurCapital Corp, and legacy biotechnology assets will be separated from the public vehicle.
Positive
- Acquisition adds approximately $10M portfolio trailing twelve-month revenue
- Appointment of Stephen Russell as CEO of the public company
- Planned rebrand to SecurCapital Corp to align market identity
- All-stock transaction offers non-cash acquisition financing
Negative
- Closing subject to customary conditions and regulatory approvals
- SecurCapital financials cited are unaudited and subject to change
- All-stock issuance will dilute existing Mushrooms, Inc. shareholders
- Separation of legacy biotechnology assets could create transition risk
News Market Reaction
On the day this news was published, MSRM declined 20.00%, reflecting a significant negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
ESTERO, Fla., Jan. 29, 2026 (GLOBE NEWSWIRE) -- Mushrooms, Inc. (OTC: MSRM), a U.S.-based public company, today announced that it has entered into a Share Exchange Agreement to acquire SecurCapital Corp, a Delaware corporation and provider of supply chain logistics and finance solutions headquartered in Los Angeles, California. The all-stock transaction reflects negotiated exchange terms between the parties.
Upon completion of the transaction, SecurCapital Corp will become a wholly owned subsidiary of Mushrooms, Inc. The closing of the transaction is currently anticipated for early March 2026, subject to customary closing conditions, regulatory approvals, and final delivery of transaction exhibits and schedules.
Focused on businesses in the logistics sector, SecurCapital provides supply-chain solutions to companies in North America with additional focus on international and cross-border services. Based on unaudited interim pre-acquisition financial information, SecurCapital’s portfolio companies currently generate approximately
Management and Strategic Direction
Following the closing of the transaction, Stephen Russell, CEO and Director of SecurCapital Corp, will be appointed Chief Executive Officer of Mushrooms, Inc. Mr. Russell will continue to serve as CEO of SecurCapital Corp, which will operate as a wholly owned subsidiary of MSRM.
Kimberly Carlson, CEO of Mushrooms, Inc., commented, “SecurCapital brings a disciplined acquisition-driven growth strategy to MSRM. Following closing, our planned rebrand to ‘SecurCapital Corp’ is intended to align our public market identity with the underlying operating platform and our focus on measurable revenue growth, targeted acquisitions, and long-term shareholder value.”
“With majority approval from the common shareholders of Mushrooms, Inc. and SecurCapital Corp, public listing access paired with our acquisition-driven roll-up model represents the next leg of our evolution,” said Russell. “Our current portfolio includes a U.S.-based logistics platform providing freight coordination, operational infrastructure, and gateway access across domestic and international routes, alongside a private credit investment manager delivering specialty finance and asset-based credit solutions for businesses and financial institutions.
Post-merger, our growth strategy includes strategic acquisitions under negotiation for 2026, with planned expansion into new U.S. gateway markets, Southeast Asia air-freight wholesale channels utilizing all-cargo carriers, and high-value fulfillment and trade-finance engagements.”
Transaction Details
Under the terms of the Share Exchange Agreement, Mushrooms, Inc. will issue common shares to the shareholders of SecurCapital Corp in exchange for
In connection with the closing, Mushrooms, Inc. intends to submit a corporate action request with FINRA to affect a corporate name change to SecurCapital Corp and a new trading symbol and will provide appropriate notice to OTC Markets Group, Inc.
Simultaneously with the closing, certain legacy biotechnology assets, revenue share agreements, liabilities, and activities currently associated with MSRM (the “MycoLabX Business”) are expected to be separated from the public company so that the post-closing entity’s operations and investor messaging are focused on SecurCapital’ s logistics and supply chain platform.
About Mushrooms, Inc.
Mushrooms, Inc. is an OTC-quoted company. Following the closing of the Share Exchange Agreement, the company intends to operate as SecurCapital Corp, subject to regulatory approvals and completion of required corporate actions. www.mushroomsinc.com
About SecurCapital Corp
SecurCapital partners with freight forwarders, trucking companies, custom brokers, warehouses, lenders, and small-to-mid-sized businesses to deliver supply-chain, finance, transportation, airfreight wholesaling, and consulting services to customers. Investments have included B.I.G. Logistics, and Breakout Capital, merged with Altriarch Asset Management, a private credit investment manager providing specialty finance and asset-based credit solutions for businesses and financial institutions. SCC’s roadmap includes targeted acquisitions in logistics and airfreight wholesale enterprises. Website: www.securcapital.com
About SecurCapital’ s CEO, Stephen Russell
Stephen Russell served as President and CEO, Asia Pacific, for Salesforce (NYSE: CRM), where he guided the early launch of operations across Southeast Asia, China, and Australia/New Zealand based in Singapore. Mr. Russell held officer roles at Circle International (Nasdaq: CRCL), which merged with Eagle Global Logistics (Nasdaq: EAGL). He was co-owner of Alrod International, Inc. in San Francisco acquired by CRCL serving the logistics needs of flagship Silicon Valley companies including Apple, 3Com, Sun Micro, Seagate, HP and founded the Hi-Tech Forwarder Network (HTFN), an alliance of logistics providers globally.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. Actual results may differ materially due to risks related to regulatory approvals, market conditions, integration risks, and other factors described in the companies public disclosures. Mushrooms, Inc. undertakes no obligation to update forward-looking statements, except as required by law.
Contacts
Investor & Media Relations
Kimberly Carlson, Chief Executive Officer
Mushrooms, Inc.
info@mushroomsinc.com
www.mushroomsinc.com
FAQ
What does the MSRM acquisition of SecurCapital mean for shareholders?
When is the Mushrooms, Inc. (MSRM) and SecurCapital deal expected to close?
How much revenue does SecurCapital’s portfolio generate for MSRM investors?
Will Mushrooms, Inc. change its name and trading symbol after the acquisition?
Who will lead the combined company after the MSRM acquisition of SecurCapital?
