Long Island Brand Beverages, LLC and Long Island Beverages Corp. entered into a letter of intent to acquire ECC Ventures 2 Corp. (TSXV:ETWO.P) in a reverse merger transaction on January 15, 2019. Long Island Brand Beverages, LLC(LIBB) and Long Island Beverages Corp.(LIBC) entered into a definitive agreement to acquire ECC Ventures 2 Corp. (TSXV:ETWO.P) in a reverse merger transaction on September 13, 2019. Under the terms of the acquisition, ECC Ventures will complete a share consolidation on a 1.65 for 1 basis, and Long Island and their security holders will be issued an aggregated 9.2 million post-consolidation common shares of ECC Ventures, and CAD 0.5 million. Certain of the consideration shares will be subject to escrow. As of March 6, 2019, there will be 1.5:1 forward-split of common shares of ECC Ventures 2 Corp. The acquisition will be completed through a definitive agreement that is to be negotiated by the parties, which will contain customary representations and warranties for similar transactions. Following the acquisition, ECC Ventures will graduate to Tier 2 of the TSX Venture Exchange as a consumer products issuer. As per filing on March 19, 2020, the parties entered into an amendment agreement dated effective February 24, 2020. Pursuant to the amendment, effective March 3, 2020, as a first step to the transactions contemplated in the definitive agreement, LIBC acquired 100% interest in LIBB from Long Blockchain Corp. As consideration for the LIBB Acquisition, LIBC issued 4,994,650 subscription receipts to LBC and its assignees, and an unsecured, non-interest-bearing promissory note to LBC in the amount of CAD 367,000. ECC Ventures will change its name to one suitable to Long Island in connection with completion of the acquisition. On the execution of the definitive agreement, each of ECC Ventures and Long Island Beverages Corp. has agreed to advance to Long Island Brand Beverages secured loans in the aggregate amount of CAD 0.25 million each, which shall be used by Long Island Brand Beverages for general working capital and operating purposes. Under the agreement, Long Blockchain will pay CAD 0.1 million, upon termination. On completion of the proposed acquisition, the ECC Ventures’ Board of Directors and management team will be reconstituted to consist of four directors, and a new management team, to be agreed to by the parties. As of March 6, 2019, it was announced that the Board of Directors and senior management team of the resulting entity will consist of Tom Cardella as Chairman of the Board, John Carson as Co-Chief Executive Officer, Bill Hayde as Co-Chief Executive Officer and Board member, Philip Thomas as President and Lawrence Pemble and Scott Ackerman as board members. Completion of the acquisition is subject to a number of conditions, including but not limited to TSX Venture Exchange acceptance and if applicable pursuant to the Exchange Requirements. The transaction is subject to ECC shall have effected a forward split of the Shares on a 1:1.5 basis, resignations and releases of the directors and officers of each of LIBB and LIBC, LIBB shall have no debt other than Current Liabilities and long-term Liabilities not to exceed the amount disclosed in LIBB’s June 30, 2019 balance sheet and delivery of audited financials for LIBB. The transaction will not require approval of ECC2’s shareholders. As a condition to completing the acquisition, the parties intend to complete a private placement financing. As of March 6, 2019, ECC Ventures 2 Corp. entered into an engagement letter with Canaccord Genuity Corp. to complete a brokered private placement of its subscription receipts for minimum gross proceeds of CAD 2 million. The transaction is expected to close at the beginning of fourth quarter of 2019. Jeff Durno of Cassels Brock & Blackwell LLP acted as legal advisor to ECC. Edward Keller of Dentons US LLP acted as legal advisor Long Blockchain Corp. Long Island Brand Beverages, LLC and Long Island Beverages Corp. cancelled the acquisition of ECC Ventures 2 Corp. (TSXV:ETWO.P) in a reverse merger transaction on September 15, 2020. ECC Ventures’s common shares will remain suspended from trading in accordance with the policies of the TSXV.