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MTECH
ACQUISITION HOLDINGS INC.

10124
Foxhurst Court

Orlando,
Florida 32836

May
7, 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.

                                         Amendment
No. 2 to Registration Statement on Form S-4

Filed
April 19, 2019

File:
No. 333-228220

Dear
Ms. Woo:

MTech
Acquisition Holdings Inc. (the “Company”, “MTech Holdings”, “we”, “us”
or “our”) hereby transmits our response to the comment letter received by us from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated May 3, 2019, regarding the Company’s
Amendment No. 2 to Registration Statement on Form S-4 previously filed for the Staff’s review on April 19, 2019 (the “Registration
Statement”).

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with
the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in the Company’s
Amendment No. 3 to Registration Statement on Form S-4 (the “Amended Registration Statement”), which is being
submitted with the Commission contemporaneously with the filing of this letter.

Amendment
No. 2 to Registration Statement on Form S-4 filed April 19, 2019

Unaudited
Pro Forma Combined Financial Information, page 46

 1. You
                                         indicate that the unaudited pro forma combined statement of operations was prepared using
                                         MJ Freeway’s (“MJF”) unaudited historical condensed statement of operations
                                         for the year ended December 31, 2018 included elsewhere in your filing. However, financial
                                         statements covering this period are not included in your filing. Please clarify how the
                                         MJF financial information was derived. Refer to Rule 11-02(c)(3) of Regulation S-X.

We
respectfully advise the Staff that the unaudited pro forma combined statement of operations was prepared using MJ Freeway’s
unaudited historical condensed statement of operations for the six months ended December 31, 2018, which is included in the Registration Statement, and the MJ Freeway unaudited results from operations for the six months ended June 30,
2018. We have revised our disclosure on pages 46 and 52 of the Amended
Registration Statement.

The
Business Combination Proposal

MTech’s
Board of Directors’ Reasons for the Approval of the Business Combination, page 91

 2. Please
                                         include your response to prior comment 1 in your registration statement as assumptions
                                         underlying your belief regarding the 50% annual organic revenue growth projections for
                                         MJF in the next several years. In addition, discuss the limitations of those assumptions,
                                         such as any risks and/or uncertainties regarding your future plans to monetize client
                                         data.

In
response to the Staff’s comment, we have revised our disclosure to incorporate our prior response and discuss the limitation
of assumptions regarding our future plans to monetize client data. Such disclosure can be found on pages 12,13,36, 91 and 92 of the Amended
Registration Statement.

In
addition, the Staff provided the following oral comment:

 3. In
                                         response to the Staff’s prior comment on the exclusive forum provision, you state
                                         that the provision will not apply to federal securities law claims. Please include your
                                         response to the second risk factor on page 70 of your registration statement.

In
response to the Staff’s comment, we have revised the risk factor referenced on page 70 of the Amended Registration Statement.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Tamar Donikyan, Esq. at tdonikyan@egsllp.com or by telephone at (212) 370-1300.

    Very
    truly yours,

    /s/
    Scott Sozio

    Scott
    Sozio, Chief Executive Officer

    cc:
    Ellenoff
    Grossman & Schole LLP