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MTech Acquisition Holdings Inc.

10124 Foxhurst Court

Orlando, FL 32836

January 25,
2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and
Services

100 F Street, N.E.

Washington, DC 20549

Attn: Jan Woo, Legal Branch Chief

    Re:
    MTech Acquisition Holdings Inc.

    Registration Statement on Form S-4

    Filed November 7, 2018

    File No. 333-228220

Dear Ms. Woo:

MTech Acquisition Holdings
Inc. (the “Company”, “MTech Holdings” “we”, “us” or
“our”) hereby transmits its response to the letter received by us from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated December 4, 2018, regarding our Registration
Statement on Form S-4 (the “Registration Statement”) previously filed on November 7, 2018.

A marked version of
Amendment No. 1 to the Registration Statement (“Amended Registration Statement”) is enclosed herewith reflecting
all changes to the Registration Statement. For the Staff’s convenience, we have recited the Staff’s comments in bold
below and have followed each such comment with the Company’s response.

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.

In response to the Staff’s
comment, we have provided a description of MTech Sponsor, LLC and its relationship to our management and principal stockholders
on pages 9 and 29 of the Amended Registration Statement.

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 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.

We respectfully wish to advise
the Staff that the MTech warrants will not be exchanged for MTech Acquisition Holdings Inc. ("MTech Holdings") warrants.
Pursuant to Section 4.5 of the Warrant Agreement, dated as of January 29, 2018 (“Warrant Agreement”), between MTech
Acquisition Corp. (“MTech”) and Continental Stock Transfer & Trust Company (“Continental”), in the
case of any merger or consolidation of MTech with or into another corporation, each holder of an MTech warrant shall thereafter
have the right to purchase and receive in lieu of the share of MTech common stock immediately theretofore purchasable and receivable
upon the exercise of the warrant, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon the merger that the warrant holder would have received if such warrant holder had exercised his, her or its warrant(s) immediately
prior to such event. Accordingly, pursuant to the terms of the Warrant Agreement, the MTech warrants will remain outstanding but
will automatically represent the right to acquire the MTech Holdings stock upon consummation of the Business Combination. In connection
with the consummation of the Business Combination, MTech Holdings will enter into an Assignment and Assumption Agreement with Continental
and MTech whereby MTech Holdings will assume all the rights and obligations of MTech under the Warrant Agreement.

Notwithstanding the foregoing,
we do not believe a Form 8-A is required with respect to the warrants or newly issued Mtech Holdings common stock as we respectfully
believe that MTech Holdings should be deemed a successor issuer to MTech pursuant to Rule 12g-3(a) under the Exchange Act of 1934,
as amended (the “Exchange Act”).

Rule 12g-3(a) provides that,
where, in connection with a “succession” by merger, consolidation, exchange of securities, acquisition of assets or
otherwise, securities of an issuer that are not already registered under Section 12 of the Exchange Act are issued to holders of
any class of securities of another issuer that are already registered under Section 12(b) or 12(g) of the Exchange Act, then the
unregistered securities shall be deemed to be registered under the same paragraph of Section 12 of the Exchange Act, subject to
certain enumerated exceptions, including if all securities of such class are held of record by more than 300 persons.

      2

Rule 12g-3(f) requires the issuer
of the securities deemed registered under Rule 12g-3(a) to indicate in the Form 8-K filed in connection with the succession the
paragraph of Section 12 under which the class of securities of the success is deemed issued. MTech Holdings intends to file such
a Form 8-K promptly upon consummation of the Business Combination.

Although the definition of “succession”
in Rule 12b-2 under the Exchange Act specifically contemplates the “direct” acquisition of the assets comprising a
going business, whether by merger, consolidation, purchase or other direct transfer,” and does not explicitly contemplate
a holding company reorganization, no-action positions taken by the staff of the Division of Corporation Finance of the Commission
(the “Division”) in the past indicate that the structure of the Business Combination should constitute a “succession”
for purposes of Rule 12g-3(a). In addition, in Release No. 33-7431, in which the Commission eliminated Form 8-B under the Exchange
Act and amended Rule 12g-3, the Commission noted:

“Rule 12g-3 is now being
amended to include other transactions, such as the succession of a non-reporting issuer to more than one reporting issuer, either
through consolidation into a new entity or a holding company formation. Currently, in this type of succession, both existing issuers
must deregister their securities under the Exchange Act, and the success must file a Form 8-B. As a result of the amendments adopted
today, the securities of the successor issuer will be deemed automatically registered under Section 12 of the Exchange Act.”

It should be noted that the definition
of “succession” in Rule 12b-2 under the Exchange Act also contemplates the “acquisition of control of a shell
company in a transaction required to be reported on Form 8-K,” which is the case with the Business Combination. Furthermore,
in Section 250.01 of the Division of Corporation Finance’s (the “Division”) Exchange Act Rules Compliance and
Disclosure Interpretations, the Division states:

“Under Rule 12g-3, the
securities issued by a holding company that acquires a company with a class of securities registered under Section 12(g) of the
Exchange Act are automatically deemed to be registered under Section 12(g), whether or not a Form 8-K or 8-A has been filed with
respect to such securities.”

      3

We note that upon consummation
of the Business Combination, MTech Holdings will not satisfy Rule 12g-3’s requirement that the MTech Holdings common stock
and warrants be held of record by at least 300 persons. It is our opinion, however, that the application of Rule 12g-3(a) is appropriate
notwithstanding the fact that MTech Holdings may have less than 300 record holders upon consummation of the Business Combination
and the Division has granted no-action relief from the 300 person threshold of Rule 12g-3(a) in a number of successor situations.
See, e.g., Sanchez Production Partners LLC (February 19, 2015), Endo Health Solutions Inc. (available February 28, 2014), Genworth
Financial, Inc. (available March 27, 2013), Jazz Pharmaceuticals, Inc. (available January 12, 2012), Galileo Holding Corp. (available
December 19, 2008), Harveys Casino Resorts (available October 31, 2000), IPC Information Systems, Inc. (available May 20, 1999),
American Eagle Outfitters, Inc. (available March 29, 1999). In our view, the application of Rule 12g-3(a) to the Business Combination
is consistent with the relief that the Division has granted in similar circumstances, as well as the protection of investors. As
noted in numerous no-action letters, presumably Rule 12g-3’s threshold of 300 holders of record was to permit a successor
to terminate its Exchange Act reporting and to coordinate with the standard for termination under Rule 12g-4 promulgated under
the Exchange Act. See, e.g., Pediatrix Medical Group, Inc. (available December 22, 2008), IPC Information Systems, Inc. (available
April 26, 2005). MTech’s common stock and warrants are listed on The Nasdaq Stock Market and it is intended that the MTech
Holdings common stock and warrants will be so listed following the Business Combination. Continued Exchange Act registration
is essential to such listing and there is no intention to terminate MTech Holdings’ Exchange Act registration or reporting
as a result of, or in connection with, the Business Combination.

The purpose behind Rule 12g-3
is “to eliminate any possible gap in the application of the Exchange Act protection to the securityholders of the predecessor.”
See Section 250.01 of the Division’s Exchange Act Rules Compliance and Disclosure Interpretations. We note the Staff has
taken the position that “Section 12(g) registration could be voluntarily continued by the successor pursuant to Rule 12g-3
in circumstances where the predecessor had fewer than 300 record holders without the filing of a new Exchange Act registration
statement.” See Section 250.02 of the Division’s Exchange Act Rules Compliance and Disclosure Interpretation.

Accordingly, we respectfully
submit that the warrants and, upon issuance, the MTech Holdings common stock, will be deemed registered under Section 12(b) pursuant
to Rule 12g-3(a) of the Exchange Act notwithstanding that, upon consummation of the Business Combination, there are less than 300
holders of record.

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.

In response to the Staff’s
comment, we have discussed the impact of the Founder Shares on the vote of the transaction and the Business Combination on pages
21, 68 and 75 of the Amended Registration Statement.

      4

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.

Please be advised that,
assuming that 6,889,764 shares of MTech Holdings common stock are issued to the current holders of MJF in the business
combination ( using the aggregate merger consideration amount of $70 million, assuming that there are no adjustments to the
merger consideration at the closing for net working capital or indebtedness, divided by the fixed price of $10.16 per share,
and including the shares of MTech Holdings common stock to be held in escrow), an aggregate of 282,716 shares of MTech
Holdings common stock will be issued to the holders of all of the unvested profit interests of MJF after giving effect to the
allocation agreement by and among the holders of MJF’s preferred and common stock and the parties to the
Merger Agreement, as described on page 53 of the Amended Registration Statement. These shares would be subject to the same vesting
as the unvested profit interests for which they are exchanged. Typically, the profits interest units of MJF vest in four
equal 25% annual installments, with the first tranche vesting on the first anniversary of the date of grant. Vesting of each
tranche is conditioned upon the holder thereof being employed by MJF on the vesting date. We have added relevant disclosure
on pages 19, 81 and 137 of the Amended Registration Statement.

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.

In response to the Staff’s
comment, we have revised the explanation of column (C) to indicate that the MJF data is for the twelve months ended December 31,
2017 on page 53 of the Amended Registration Statement.

 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.

      5

In response to the Staff’s
comment, we have adjusted the computation of weighted average shares outstanding as of December 31, 2017 to exclude the public
shares expected to be redeemed under Scenario 2 and have included in pro forma adjustment (5) a description of how we computed
the number of MTech shares issued in the Mergers. The revised disclosure can be found on page 53 of the Amended Registration Statement.

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.

We have provided a more detailed
description of the closing adjustments on page 81 of the Amended Registration Statement.

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.

We respectfully advise the Staff
that the discussions with Thought Ensemble and the final report were part of MTech’s ordinary course of due diligence on
MJF and were not a standalone material factor