March 11, 2019

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

       Re: MTech Acquisition Holdings Inc.
           Amendment No. 1 to Registration Statement on Form S-4
           Filed January 25, 2019
           File No. 333-228220

Dear Mr. Sozio:

      We have reviewed your amended 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. Unless
we note
otherwise, our references to prior comments are to comments in our December 4,
2018 letter.

Amendment No.1 to Registration Statement on Form S-4 filed January 25, 2019

Background of the Business Combination, page 86

1.     In your response to prior comment 9 on page 89, you indicate that the MJ
Freeway
       management provided organic revenue growth projections estimated to be
approximately
       50% for the next several years beyond 2019. Please provide us the basis
for these organic
       growth projections. You indicate that the MJ Freeway projected growth is
not based on
       entering new jurisdictions or new state government contracts. While MJ
Freeway revenue
       grew by 87% in fiscal year 2018 from 2017, it appears much of this
growth was related to
       your Washington and Pennsylvania Leaf Data Systems contracts.
 Scott Sozio
MTech Acquisition Holdings Inc.
March 11, 2019
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
MJF, page 144

2.    Please revise to include a discussion and analysis of the two most recent
fiscal years.
      Refer to Instruction 1 to paragraph 303(a) of Regulation S-K.
       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
March 11, 2019 Page 2
cc:       Tamar Donikyan, Esq.
FirstName LastName