December 4, 2018

Scott Sozio
Chief Executive Officer
MTech Acquisition Holdings Inc.
10124 Foxhurst Court
Orlando, FL 32836

       Re: MTech Acquisition Holdings Inc.
           Registration Statement on Form S-4
           Filed November 7, 2018
           File No. 333-228220

Dear Mr. Sozio:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-4 Filed November 7, 2018

Summary Term Sheet
Parties in the Business Combination, page 9

1.     Please provide a description of your Sponsor, MTech Sponsor LLC, and its
relationship to
       your management and principal stockholders.
Questions and Answers About the Proposals
Q. Why am I receiving this proxy statement/prospectus?, page 18

2.     Please clarify the effect the Business Combination will have on the
public MTech
       Acquisition Corp. ("MTech") warrants. Your disclosure indicates that
"outstanding
       MTech warrants, by their terms, will automatically convert into warrants
to purchase an
       equal number of shares of MTech Holdings' common stock." Please indicate
that the
 Scott Sozio
FirstName LastNameScott Sozio
MTech Acquisition Holdings Inc.
Comapany4, 2018
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         MTech warrants will be exchanged for MTech Acquisition Holdings Inc.
("MTech
         Holdings") warrants and the public MTech warrants will be cancelled
upon the close of
         the Business Combination. Also, tell us whether MTech will file a Form
15 for the public
         Class A common stock, warrants, and units and whether you will file a
Form 8-A for the
         newly issued MTech Holdings common stock and warrants.
Q: What equity stake will current stockholders of MTech and the Sellers hold in
MTech
Holdings after the Closing?, page 19

3.       Please discuss the impact of the MTech Class B stockholders, also
known as Founder
         Shares, on the vote of the transaction and the Business Combination.
For example, clarify
         that Class B stockholders have the right to vote for the Business
Combination and that the
         Class B shares will convert to Class A shares at the close of the
Business Combination
         and be exchanged for shares of MTech Holdings. We note that that the
conversion of
         the Class B shares to Class A shares provides that Class B
stockholders will hold 20%
         beneficial ownership of MTech.
What Will Happen in the Business Combination, page 19

4.       You explain that holders of unvested profit interest units of MJ
Freeway LLC ("MJF")
         will receive pro-rata shares of MTech Holdings as part of the Business
Combination
         transaction, but these MTech Holdings shares will continue to be
unvested until they meet
         the vesting criteria even after the close of the Business Combination.
Please describe the
         vesting criteria for these unvested profit interest units and quantify
how many common
         stock shares of MTech Holdings will be issued in exchange for them.
Unaudited Pro Forma Combined Financial Information
Pro Forma Adjustments to the Unaudited Combined Statements of Operations, page
53

5.       Please reconcile the explanation of column (C) indicating that the MJF
data is for the
         twelve months ended June 30, 2018 to the disclosure in your
introduction to the pro forma
         financial information on page 46 indicating the data is for the twelve
months ended
         December 31, 2017.
6.       In pro forma adjustment (5), please further explain the assumptions
you used in
         computing pro forma weighted average shares outstanding and address
the following:

             Explain why the public shares expected to be redeemed under
Scenario 2 appear to be
             included in your computation of weighted average shares
outstanding as of December
             31, 2017; and

             Describe how you computed the number of MTech shares issued in the
Mergers.
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Comapany4, 2018
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Merger Consideration, page 81

7.       Please provide a more detailed description of the closing adjustments
of the $70 million in
         merger consideration to be provided to MJF unit holders. You reference
a net capital
         adjustment, a target capital adjustment and an indebtedness
adjustment. Please clarify the
         mechanics of these adjustments as to how they would be calculated, and
clarify the types
         of indebtedness that would result in such an adjustment.
Background of the Business Combination, page 86

8.       You indicate that MTech engaged the technology consulting firm Thought
Ensemble to
         provide a report with recommendations on how to improve MJF's platform
and processes.
         You further indicate that meetings or conference calls were held by
MTech with
         representatives of Thought Ensemble to review and discuss its final
report. Please revise
         to provide more details of these discussions with Thought Ensemble.
Clarify whether
         MTech's board of directors considered the final report by Thought
Ensemble to be a
         material factor in approving the Business Combination. If so, please
provide a summary
         of the report, including the recommendations communicated to MTech's
board.
9.       This section references MTech receiving various information from MJF
such as an in-
         depth investor presentation, access to a data room, preliminary
financials and other
         business information, and an annual budget and financial projections.
This information
         was provided on April 6, April 26, June 25, and August 10, 2018,
respectively. Please
         revise to provide a description of the substance of the financial
information provided to
         MTech, to the extent material, and used by MTech's board as a material
factor in its
         consideration to approve the Business Combination.
10.      On August 28, 2018, MTech management agreed to raise the value of the
merger
         consideration to $70 million, in part, due to the Series C financing
and "change in public
         market activity in the cannabis industry." Please provide more details
as to the prior
         negotiations of the merger consideration, including the prior
amount(s) that was being
         discussed and/or negotiated before the August 28, 2018 meeting. In
addition, please
         clarify what you mean by "change in the public market activity in the
cannabis industry"
         and clarify the value of the MJF based on the Series C financing.
The Business Combination Proposal
MTech's Board of Directors' Reasons for the Approval of the Business
Combination, page 92

11.      Please clarify whether the MTech board performed a valuation of MJF
and whether such
         an evaluation of MJF's valuation was a material reason the board
considered to approve
         the Business Combination. We note that on page 66, you disclose that
the MTech board
         did not hire an third-party investment firm to provide a fairness
opinion, but the "fair
         market value of MJF has been determined by MTech's board of directors
based upon
         standards generally accepted by the financial community, such as
potential sales, earnings
         and cash flow, and the price for which comparable businesses or assets
have been
 Scott Sozio
FirstName LastNameScott Sozio
MTech Acquisition Holdings Inc.
Comapany4, 2018
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         valued." To the extent that the MTech board performed a valuation of
MJF, please revise
         to disclose the methodology used by the MTech board and analysis
performed, including
         specific financial information and projections provided by MJF
management.
Sources and Uses of Funds for the Business Combination, page 96

12.      You disclose that you will receive between $10.4 million and $63.4
million in cash
         proceeds from the SPAC trust as "Cash to Balance Sheet" if the
Business Combination is
         consummated. Throughout your registration statement, you reference
such proceeds to be
         used as part of the MJF's "growth strategy." On pages 61 and 62, you
disclose such a
         growth strategy would include organic initiatives and potential
acquisitions. Please
         describe in more detail what MJF's growth strategy involves and how it
will use proceeds
         from the trust for the components and initiatives of your growth
strategy. Further, please
         clarify whether the growth strategy of MJF as communicated to MTech as
disclosed on
         page 88 has changed since the Business Combination proposal has been
voted by MTech's
         board.
The Charter Amendments Proposal, page 101

13.      In your table of the summary of principal changes between the
certificates of
         incorporation of MTech and MTech Holdings subject to the Charter
Amendments
         Proposal, you indicate that the MTech charter is silent as to the
forum for stockholder
         lawsuits. This appears to be inconsistent with your disclosure on page
155 which
         indicates that MTech has an exclusive forum of Delaware courts for
stockholder lawsuits.
         Please revise to reconcile and clarify how the exclusive forum
provision of MTech
         Holdings differs from the exclusive forum provision of MTech. Further,
clarify whether
         either exclusive forum provision excludes stockholders from suing in
federal court for
         claims under the federal securities laws.
14.      With respect to your Forum Selection and Corporate Opportunity changes
in the MTech
         Holdings certificate, please add a risk factor that addresses the
effect of these changes on
         investors. Your discussion of the Corporate Opportunity charter
amendment should
         address the conflicts of interest that may result from the provision
as it relates to your
         prospective management's outside activities.
Information About MJF
General, page 122

15.      On page 122, you describe MJF as the "largest cannabis technology
company providing
         Software-as-a-Service (SaaS) to the cannabis industry." Please clarify
how you
         determined that you are the "largest" provider and explain upon what
basis do you make
         this claim. We note similar language on pages 12, 35, and 92. It is
unclear, for
         example, whether you are the largest provider in the industry by
market share derived by
         revenues.
 Scott Sozio
FirstName LastNameScott Sozio
MTech Acquisition Holdings Inc.
Comapany4, 2018
December NameMTech Acquisition Holdings Inc.
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16.      Please provide more information as to the nature of your clients under
the Commercial
         Software and Consulting Services areas, such as whether you have a
concentration in
         terms of size, type or geographic locations that is material in
nature. To the extent that it
         is material, identify the two states in the United States where
medical marijuana is
         legalized in which you do not provide products and services.
Leaf Data Systems, page 123

17.      Please disclose the material terms of your agreements, including
duration and termination
         provisions, with the government agencies in Pennsylvania and
Washington. We note that
         the Leaf Data Systems products represented 43% of your revenue for the
fiscal year ended
         June 30, 2018 and you only have 2 customers.
18.      On page 61, you provided a risk factor noting that you are dependent
on third-party
         service providers for some services and applications. On page 147, you
attribute
         increased cost of revenue for the fiscal year ended June 30, 2018 to
costs related to a
         patient registry product and integration provided by Oracle. To the
extent material, please
         provide a description of your arrangements with third-party service
providers and how
         much of your platform is derived from other sources. Please clarify if
your arrangements
         with Oracle involve material agreements.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of MJF
Products and Services, page 144

19.      Please clarify how you generate revenues from your Commercial Software
and Consulting
         Services. To the extent material, please provide more information
regarding the factors
         that drive the revenue growth in these areas, such as the number of
customers or key
         performance indicators.
Beneficial Ownership of Securities, page 160

20.      Please clarify the natural person(s) that hold voting and/or
investment power over the
         shares that will be beneficially owned by M&J Special Investments LLC
and SV MJF
         Investors LP.
Signatures, page 175

21.      Your registration statement must be signed by your chief accounting
officer or
         controller and a majority of your of directors. Please refer to
Instruction 1 to the
         Signatures section of Form S-4. To the extent an individual performs
more than one role,
         please indicate so in the titles by their respective signature.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Scott Sozio
MTech Acquisition Holdings Inc.
December 4, 2018
Page 6

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Melissa Walsh, Staff Accountant, at 202-551-3224 or
Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at 202-551-3297 or Jan Woo, Legal Branch Chief, at 202-551-3453 with
any other
questions.



                                                           Sincerely,

FirstName LastNameScott Sozio                              Division of
Corporation Finance
                                                           Office of
Information Technologies
Comapany NameMTech Acquisition Holdings Inc.
                                                           and Services
December 4, 2018 Page 6
cc:       Tamar Donikyan, Esq.
FirstName LastName