0001013594-18-000620.txt : 20181026 0001013594-18-000620.hdr.sgml : 20181026 20181026163259 ACCESSION NUMBER: 0001013594-18-000620 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20181026 DATE AS OF CHANGE: 20181026 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MTech Acquisition Corp CENTRAL INDEX KEY: 0001719893 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 822932611 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90346 FILM NUMBER: 181141971 BUSINESS ADDRESS: STREET 1: 10124 FOXHURST CT CITY: ORLANDO STATE: FL ZIP: 32836 BUSINESS PHONE: 4073458332 MAIL ADDRESS: STREET 1: 10124 FOXHURST CT CITY: ORLANDO STATE: FL ZIP: 32836 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Whitefort Capital Master Fund, LP CENTRAL INDEX KEY: 0001704387 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O WHITEFORT CAPITAL MANAGEMENT, LP STREET 2: 641 LEXINGTON AVENUE, SUITE 1530 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 271-4880 MAIL ADDRESS: STREET 1: C/O WHITEFORT CAPITAL MANAGEMENT, LP STREET 2: 641 LEXINGTON AVENUE, SUITE 1530 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 mtech13g-102618.htm OCTOBER 26, 2018

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __ )*
MTech Acquisition Corp.
(Name of Issuer)
Class A common stock, $0.0001 par value per share
(Title of Class of Securities)
55378W107
(CUSIP Number)
October 17, 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).


1.
NAMES OF REPORTING PERSONS
   
 
Whitefort Capital Master Fund, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
360,000
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
360,000
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
360,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
6.0%
   
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
PN



1.
NAMES OF REPORTING PERSONS
   
 
Whitefort Capital Management, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
360,000
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
360,000
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
360,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
6.0%
   
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
PN, IA


1.
NAMES OF REPORTING PERSONS
   
 
David Salanic
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
France
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
360,000
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
360,000
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
360,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
6.0%
   
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
IN, HC


1.
NAMES OF REPORTING PERSONS
   
 
Joseph Kaplan
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
 
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
360,000
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
360,000
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
360,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
6.0%
   
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 
IN, HC


Item 1(a).
Name of Issuer:
MTech Acquisition Corp. ("Issuer")
Item 1(b).
Address of Issuer's Principal Executive Offices:
10124 Foxhurst Court,
Orlando, Florida 32836

Item 2(a).
Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G are (collectively, the "Reporting Persons"):
·
Whitefort Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the "Master Fund");
 
·
Whitefort Capital Management, LP, a Delaware limited partnership ("Whitefort Management");
 
·
David Salanic, a French citizen ("Mr. Salanic"); and
 
·
Joseph Kaplan, a United States citizen ("Mr. Kaplan").
 
Whitefort Management acts as the investment manager of the  Master Fund. Each of Mr. Salanic and Mr. Kaplan is a Co-Managing Partner of Whitefort Management.
By virtue of these relationships, each of Whitefort Management, Mr. Salanic and Mr. Kaplan may be deemed to have voting and dispositive power with respect to the shares of Common Stock (as defined below) owned by the Master Fund.
Item 2(b).
Address of Principal Business Office or, if None, Residence:
The principal business address of each of the Reporting Persons is 780 Third Avenue, 26th Floor, New York, New York 10017.
Item 2(c).
Citizenship:
Mr. Salanic is a citizen of France.
Mr. Kaplan is a citizen of the United States.
The Master Fund is a limited partnership formed under the laws of the Cayman Islands.
Whitefort Management is a limited partnership formed under the laws of the State of Delaware.
Item 2(d).
Title of Class of Securities:
Class A common stock, $0.0001par value (the "Class A Common Stock")
Item 2(e).
CUSIP Number:
55378W107

Item 3.
If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
(a)
[ ]
Broker or dealer registered under Section 15 of the Exchange Act.
       
 
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
       
 
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
       
 
(e)
[ ]
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
 
(f)
[ ]
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
 
(g)
[ ]
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
 
(h)
[ ]
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
[ ]
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
 
(j)
[ ]
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
       
 
(k)
[ ]
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4. Ownership.
(a)
Amount beneficially owned:
As of the close of business on October 25, 2018,
(i)
The Master Fund owned 360,000 shares of Class A Common Stock;
 
(ii)
Whitefort Management, as the investment manager of the Master Fund, may be deemed to have beneficially owned the 360,000 shares of Class A Common Stock owned by the Master Fund;
 
(iii)
Mr. Salanic, as a Co-Managing Partner of Whitefort Management, may be deemed to have beneficially owned the 360,000 shares of Class A Common Stock owned the Master Fund.
 
(iv)
Mr. Kaplan, as a Co-Managing Partner of Whitefort Management, may be deemed to have beneficially owned the 360,000 shares of Class A Common Stock owned by the Master Fund.
 
(b)
Percent of Class:
The percentage of Class A Common Stock reported owned by each person named herein is based upon 5,993,750 shares of Class A Common Stock outstanding as of August 7, 2018, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2018. As of the close of business on October 25, 2018, each of the Reporting Persons may be deemed to beneficially own 6.0% of the outstanding shares of Class A Common Stock.
When calculated as a percentage of the aggregate number of shares of Class A common stock and the Company's Class B common stock, par value $0.0001, the Reporting Persons' percentage ownership is approximately 4.8%. There were 1,437,500 shares Class B common stock outstanding as of August 7, 2018, according to the Issuer's quarterly report on Form 10-Q, filed August 8, 2018. The Class A Common Stock and Class B Common Stock each have one vote per share.

(c)
Number of shares as to which such person has:
(i)            Sole power to vote or to direct the vote:
See Cover Pages Items 5-8.
(ii)           Shared power to vote or to direct the vote:
See Cover Pages Items 5-8.
(iii)          Sole power to dispose or to direct the disposition:
See Cover Pages Items 5-8.
(iv)          Shared power to dispose or to direct the disposition:
See Cover Pages Items 5-8.
Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
See Exhibit A.
Item 9.
Notice of Dissolution of Group.
Not applicable.
Item 10.
Certification.
By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated:
October 26, 2018
WHITEFORT CAPITAL MASTER FUND, LP
By: Whitefort Capital GP, LLC, its general partner

By:  /s/ David Salanic
             David Salanic, Co-Managing Partner

By:  /s/ Joseph Kaplan
             Joseph Kaplan, Co-Managing Partner

WHITEFORT CAPITAL MANAGEMENT, LP

By:  /s/ David Salanic
             David Salanic, Co-Managing Partner

By:  /s/ Joseph Kaplan
             Joseph Kaplan, Co-Managing Partner

 
/s/ David Salanic
     DAVID SALANIC

/s/ Joseph Kaplan
     JOSEPH KAPLAN
EX-99.1 2 mtechex991-102618.htm JOINT FILING AGREEMENT

EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of MTech Acquisition Corp. dated October 26, 2018, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated:
October 26, 2018
WHITEFORT CAPITAL MASTER FUND, LP
By: Whitefort Capital GP, LLC, its general partner

By:  /s/ David Salanic
             David Salanic, Co-Managing Partner

By:  /s/ Joseph Kaplan
             Joseph Kaplan, Co-Managing Partner

WHITEFORT CAPITAL MANAGEMENT, LP

By:  /s/ David Salanic
             David Salanic, Co-Managing Partner

By:  /s/ Joseph Kaplan
             Joseph Kaplan, Co-Managing Partner

/s/ David Salanic
     DAVID SALANIC

/s/ Joseph Kaplan
     JOSEPH KAPLAN