Core Viewpoint - Mushrooms, Inc. has announced a Share Exchange Agreement to acquire SecurCapital Corp, a logistics and finance solutions provider, in an all-stock transaction, with the closing expected in early March 2026, pending regulatory approvals and customary conditions [1][2]. Company Overview - Mushrooms, Inc. is a U.S.-based public company that will operate as SecurCapital Corp post-acquisition, aligning its public market identity with its logistics and supply chain focus [9]. - SecurCapital Corp specializes in supply chain logistics and finance solutions, primarily serving North American companies and focusing on international services [3][10]. Transaction Details - The acquisition involves Mushrooms, Inc. issuing common shares to SecurCapital's shareholders in exchange for 100% of SecurCapital's equity, with a closing period of approximately 50 days [6]. - The transaction is subject to customary closing conditions and regulatory approvals [2][6]. Management and Strategic Direction - Stephen Russell, CEO of SecurCapital, will become the CEO of Mushrooms, Inc. post-transaction, while continuing to lead SecurCapital as a wholly owned subsidiary [4]. - The acquisition is part of a growth strategy that includes planned expansions into new U.S. markets and Southeast Asia, focusing on air-freight and trade finance [6]. Financial Information - SecurCapital's portfolio companies are reported to generate approximately $10 million in trailing twelve-month revenue based on unaudited interim financial information [3]. Corporate Actions - Following the acquisition, Mushrooms, Inc. plans to change its corporate name to SecurCapital Corp and will submit a corporate action request to FINRA for a new trading symbol [7]. - Certain legacy biotechnology assets and liabilities associated with Mushrooms, Inc. will be separated to focus on SecurCapital's logistics operations [8].