UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 512, 2019 (June 7, 2019)

MTECH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-38368		82-2932611
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10124 Foxhurst Court

Orlando, Florida

32836

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (407) 345-8332

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	MTEC	~~The~~ NASDAQ ~~Stock~~Capital Market ~~LLC~~
Warrants to purchase one share of Common Stock	MTECW	~~The~~ NASDAQ ~~Stock~~Capital Market ~~LLC~~
Units, each consisting of one share of Common Stock and one Warrant	MTECU	~~The~~ NASDAQ ~~Stock~~Capital Market ~~LLC~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into A Material Definitive Agreement.

As previously reported on a Current Report on Form 8-K filed ~~on October 11, 2018 by MTech Acquisition Corp., a Delaware corporation (“MTech”),~~ with the ~~U.S. Securities and Exchange Commission (the “~~SEC~~”),~~ on June ~~October~~5, 102019, ~~2018,~~ MTech entered into ansubscription ~~Agreement~~agreements ~~and~~with ~~Plan~~certain Investors ofpursuant ~~Merger~~to ~~(as~~which ~~amended by~~ the ~~First~~Investors ~~Amendment~~agreed to ~~Agreement~~purchase, ~~and~~immediately ~~Plan~~prior ofto ~~Merger~~the ~~on April~~closing ~~17, 2019,~~ (the “~~Merger Agreement~~Closing”) ~~by and among MTech, MTech Acquisition Holdings Inc., a Delaware corporation~~ ~~and~~of athe ~~wholly-owned~~business ~~subsidiary~~combination ~~of MTech~~ (the “~~Pubco~~Business Combination”), ~~MTech Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary~~ of ~~Pubco,~~ MTech ~~Company Merger Sub LLC, a Colorado limited liability company~~ and ~~a wholly-owned subsidiary of Pubco, MTech Sponsor LLC, a Florida limited liability company, in the capacity as the Purchaser Representative thereunder,~~ MJ Freeway ~~LLC~~, a Colorado limited liability company (“MJF”), ~~and Jessica Billingsley (as successor to Harold Handelsman),~~ in the ~~capacity~~aggregate ~~as the Seller Representative thereunder. Pursuant to the Merger Agreement~~685,599 ~~subject~~shares toof ~~the~~Class ~~terms~~A ~~and~~common ~~conditions set~~stock ~~forth therein, at the closing~~ of ~~the transactions contemplated by the Merger Agreement (the “Closing”),~~ MTech ~~and MJF will merge with and into the subsidiaries of Pubco and become wholly owned subsidiaries of Pubco~~ (~~the~~ “~~Business Combination”).~~Class OnA ~~May 16, 2019, Pubco filed with the SEC a registration statement on Form S-4 (as amended, the “Registration~~Common ~~Statement~~Stock”) ~~for the Pubco securities to be issued to MTech and MJF security holders~~ at ~~the Closing, which Registration Statement contains~~ a ~~preliminary~~purchase ~~proxy~~price ~~statement~~ of ~~MTech~~$10.21 inper ~~connection~~share ~~with~~(for aan ~~special~~aggregate ~~meeting~~ of ~~the~~$7.0 ~~stockholders of MTech (“Special Meeting”~~million) ~~to consider and vote~~ on ~~the~~a ~~Business~~private ~~Combination~~placement ~~and related matters~~basis.

On June 57 and June 10, 2019, MTech entered into ~~subscription agreements (each, a “~~Subscription ~~Agreement”)~~Agreements with certain ~~investors, pursuant to which the investors (“~~Investors”) ~~have~~for ~~agreed to purchase immediately prior to~~ the ~~Closing~~sale inof ~~the aggregate~~an ~~685~~additional 215,~~599~~475 shares of Class A ~~common stock of MTech (“Class A~~ Common Stock”) at a purchase price of $10.21 per share (for an aggregate of approximately $72.02 million). onThe asubscription ~~private placement basis (the “Private Placement”).~~agreements ~~The~~entered ~~shares issued by MTech in the Private Placement (“Private Placement Shares”) will be converted~~ into ~~shares of~~as ~~common~~part ~~stock~~ of ~~Pubco~~the onprivate aplacement ~~one-for-one~~are ~~basis.~~referred ~~MTech may issue up~~ to ancollectively ~~additional~~as ~~799,907~~the ~~shares~~“Subscription ofAgreements” ~~Class~~and ~~A Common Stock in~~ the investors ~~Private~~that ~~Placement~~have onentered ~~substantially~~into the ~~same~~Subscription ~~terms~~Agreements ~~and~~are ~~conditions~~collectively ~~prior~~referred to ~~the~~herein ~~Special~~as ~~Meeting. The closing of~~ the ~~Private Placement is conditioned on the Closing of the Business Combination immediately thereafter~~“Investors. ”

~~During the~~At ~~period from~~ the ~~execution~~closing of the private ~~Subscription~~placement, ~~Agreements~~MTech ~~and~~expects ~~through~~to ~~5:00~~issue ~~p.m.~~and ~~Eastern~~sell ~~Time~~an onaggregate ~~the~~of ~~third business day prior to the Special Meeting~~901,074 ~~the Investors will have the right to purchase~~ shares of Class A Common Stock infor ~~privately~~aggregate ~~negotiated~~gross ~~transactions~~proceeds ~~with~~of ~~third~~approximately ~~parties~~$9.2 ~~(any~~million. ~~shares~~The soClass ~~purchased,~~A ~~“Backstop~~Common ~~Shares”),~~Stock ~~which~~issued ifby ~~held~~MTech ~~and not redeemed~~ in ~~accordance with~~ the ~~requirements~~private ofplacement ~~the Subscription Agreement,~~ will ~~reduce~~be ~~the~~converted ~~number~~into shares of ~~Private~~common ~~Placement~~stock ~~Shares~~of ~~required~~MTech toAcquisition beHoldings ~~purchased by such Investors~~Inc. ~~The Investors have agreed to (i) not transfer prior to the Closing any Backstop Shares that it owns or otherwise acquires~~, ~~(ii)~~a ~~vote~~Delaware atcorporation ~~the~~and ~~Special~~a ~~Meeting~~wholly-owned ~~all~~subsidiary of ~~the~~MTech ~~Backstop Shares that it owns or acquires~~(“Pubco”), ~~or otherwise has proxy rights~~ ~~with respect to, in favor of~~ the ~~Business~~combined ~~Combination~~entity, ~~and~~following ~~each of~~ the ~~other~~consummation ~~proposals~~ of ~~MTech set forth in~~ the ~~proxy statement in connection with the~~ Business Combination, ~~and~~on ~~(iii)~~a ~~waive~~one-for-one ~~and~~basis. ~~not~~The ~~exercise~~closing ~~any~~of ~~rights~~the ~~that it may have to redeem or convert~~private ~~any~~placement ~~Backstop~~is ~~Shares~~conditioned ~~that~~on ~~it owns or acquires in~~ the ~~redemption~~Closing ~~conducted~~of by the ~~Company in connection with the~~ Business Combination immediately thereafter.

~~In each~~For ~~Subscription~~more ~~Agreement,~~information regarding ~~Pubco has agreed to file with~~ the ~~SEC~~terms ~~within 30 days after the Closing a registration statement registering the resale~~ of the ~~Pubco~~subscription ~~shares~~agreement ~~issued in the Business Combination for the Private Placement Shares~~ and ~~Backstop Shares, use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable and maintain~~ the ~~effectiveness~~ ofprivate ~~such registration statement until the earlier of (i) two years from the issuance of the Private Placement Shares to the Investor thereunder~~placement, orplease ~~(ii)~~see on the ~~first~~Current ~~date~~Report on ~~which~~Form ~~the~~8-K ~~Investor~~filed ~~can sell all of its Private Placement Shares under~~by ~~Rule~~MTech ~~144~~with of the ~~Securities~~SEC ~~Act,~~on asJune ~~amended (the “Securities Act”)~~6, ~~without limitation as to the manner of sale or the amount of such securities that may be sold~~2019.

InItem each Subscription Agreement, Pubco also granted to each Investor an option for a period of 60 days starting after the Closing to purchase, subject to certain conditions, additional shares of Pubco Class A common stock (“Option Shares”) at a price of $103.~~21 per~~02 ~~share,~~Unregistered upSales ~~to a number~~ of ~~Option~~Equity ~~Shares equal to the number of Private Placement Shares and Backstop Shares purchased and held and not redeemed by such Investor under the Subscription Agreement~~Securities. ~~The Investor will have the registration rights described above with respect to any such purchased Option Shares.~~

~~Each Subscription~~The ~~Agreement~~disclosure ~~will~~set forth ~~terminate~~above ~~with~~under no1.01 ~~further~~of ~~force~~this ~~and~~Current ~~effect~~Report ~~upon~~on ~~the~~Form 8-K ~~earlier~~is toincorporated ~~occur~~by ofreference ~~(i)~~into ~~such~~this ~~date~~Item ~~and~~3.02. ~~time~~The asshares of ~~the~~Class A ~~Merger~~Common ~~Agreement~~Stock isto ~~terminated~~be issued in ~~accordance~~connection with ~~its~~the ~~terms,~~subscription ~~(ii)~~agreements ~~upon~~described ~~the~~above ~~mutual~~will ~~written~~not ~~agreement~~be ofregistered ~~each~~under the ofSecurities ~~the~~Act, ~~parties to~~in ~~the~~reliance ~~Subscription~~on ~~Agreement~~the toexemption ~~terminate~~from ~~such~~registration ~~agreement~~provided orby Section 4(~~iii~~a)(2) of the ~~transactions~~Securities ~~contemplated by the Subscription Agreement are not consummated prior to July 31, 2019~~Act.

1Item 7.01 Regulation FD Disclosure.

~~In connection~~On ~~with~~June ~~the execution of the Subscription Agreements~~12, ~~MTech’s sponsor~~2019, MTech ~~Sponsor LLC, a Florida limited liability~~ ~~company (the “Sponsor”),~~ and ~~MTech~~MJF ~~entered~~issued ~~into an Agreement to Transfer Sponsor Shares (each,~~ a ~~“Sponsor Stock~~press ~~Transfer~~release ~~Agreement”)~~announcing ~~with each Investor, pursuant to which~~ the ~~Sponsor~~agreement ~~agreed~~ to ~~transfer~~issue toadditional each Investor at the closing of the Private Placement one (1) share of Class B common stock of MTech for each nine (9) Private Placement Shares or Backstop Shares purchased and held and not redeemed by such Investor under the Subscription Agreement, which shares ofin ~~Class B common stock of MTech will become Class A shares of Pubco upon~~ the ~~Closing~~private ~~(such shares, the “Transferred Sponsor Shares”)~~placement. ~~Each~~A ~~Investor~~copy ~~agreed to accept its portion~~ of the ~~Transferred~~press ~~Sponsor~~release ~~Shares~~is subject to (i) the escrow and related restrictions applying to such Transferred Sponsor Shares under that certain Stock Escrow Agreement, dated as of January 29, 2018 (the “Stock Escrow Agreement”), by and among the Company, the Sponsor, and Continental Stock Transfer & Trust Company, a New York corporation, as escrow agent (“Escrow Agent”), as a “Founder” party thereto, with each Investor agreeing to also sign a joinder agreement in form and substance reasonably acceptable to MTech, Pubco, the Sponsor and the Escrow Agent to become subject to the Amendment to Stock Escrow Agreement in substantially the form attached tohereto the Merger Agreement, which Amendment to Stock Escrow Agreement will be signed by MTech, Pubco, the Sponsor and the Escrow Agent in connection with the Closing, and (ii) the restrictions applying to “insiders” after the Closing under the Letter Agreement, dated as ofExhibit ~~January 29, 2018, by and among MTech, EarlyBirdCapital, Inc~~99.~~, as representative of the underwriters thereunder, the Sponsor and Steven Van Dyke~~1.

~~Copies of~~The ~~the~~information ~~Form~~in this ofItem ~~Subscription~~7.01 ~~Agreement~~ and ~~the~~Exhibit ~~Form~~99.1 ofattached ~~Sponsor~~hereto ~~Stock~~shall ~~Transfer~~not ~~Agreement~~be ~~are~~deemed “filed” ~~with~~for ~~this~~purposes ~~Current~~of ~~Report~~Section on18 ~~Form~~of the Securities ~~8-K~~Exchange ~~as,~~Act ~~respectively~~of 1934, ~~Exhibits~~as ~~10.1~~amended ~~and~~(the ~~10.2~~“Exchange ~~hereto~~Act”), ~~and~~or ~~are~~otherwise ~~incorporated~~subject ~~herein~~to bythe ~~reference,~~liabilities ~~and~~of ~~the~~that ~~foregoing descriptions~~section, ofnor ~~the~~shall ~~Form~~it ofbe ~~Subscription~~deemed ~~Agreement~~incorporated ~~and~~by ~~the~~reference ~~Form~~in ofany ~~Sponsor~~filing ~~Stock~~under ~~Transfer~~the ~~Agreement~~Securities ~~agreements~~Act ~~are~~or ~~qualified~~the inExchange ~~their~~Act, ~~entirety~~except as expressly set forth by specific reference ~~thereto~~in such filing.

~~Item 3.02~~Additional ~~Unregistered Sales of Equity Securities.~~Information

~~The~~Security ~~disclosure~~holders ~~set~~and ~~forth~~investors ~~above~~of ~~under~~MTech ~~1.01~~are ofadvised ~~this~~to ~~Current~~read ~~Report~~the onprospectus ~~Form 8-K~~related isto ~~incorporated~~the byRegistration ~~reference~~Statement ~~into~~and ~~this~~the ~~Item 3.02.~~definitive ~~The~~proxy ~~shares~~statement in connection with MTech’s solicitation of ~~Class A~~proxies ~~Common~~for ~~Stock~~its special meeting of stockholders to be ~~issued~~held to inapprove ~~connection~~the ~~with~~proposed transaction because the ~~Subscription~~proxy ~~Agreements~~statement/prospectus ~~described~~will ~~above~~contain important information about the proposed transaction and the parties to the proposed transaction. The definitive proxy statement/prospectus was mailed to stockholders of MTech as of the record date, which is May 13, 2019. Stockholders will ~~not~~also be ~~registered~~ ~~under~~able to obtain copies of the registration ~~Securities~~statement ~~Act~~and proxy statement/prospectus, inwithout ~~reliance~~charge, onat the ~~exemption~~SEC’s ~~from~~website ~~registration~~at ~~provided~~www.sec.gov or by directing ~~Section 4(~~a~~)(2) of~~ ~~the Securities~~request ~~Act~~to: MTech Acquisition Corp., c/o MTech Sponsor LLC, 10124 Foxhurst Court, Orlando, Florida 32836.

~~Item 7.01 Regulation FD Disclosure.~~1

~~On June~~Participants 6,in ~~2019, MTech and MJF issued a press release announcing~~ the ~~Private Placement and certain other matters. A copy of the press release is attached hereto as Exhibit 99.1.~~Solicitation

~~The~~MTech, Pubco, ~~information~~MJF, inand ~~this~~their ~~Item~~respective ~~7.01~~directors, executive officers, other members of management, and ~~Exhibit~~employees, ~~99.1~~under ~~attached~~SEC ~~hereto~~rules, ~~shall~~may ~~not~~be deemed to be ~~deemed~~participants ~~“filed”~~in ~~for~~the ~~purposes~~solicitation of ~~Section 18~~proxies of ~~the~~MTech’s ~~Securities~~stockholders ~~Exchange~~in ~~Act~~connection ofwith ~~1934,~~the asproposed transaction. ~~amended~~Security ~~(the~~holders ~~“Exchange~~and ~~Act”),~~investors ormay ~~otherwise~~obtain ~~subject~~more todetailed information regarding the ~~liabilities of~~names ~~that~~and ~~section,~~interests ~~nor~~of MTech’s ~~shall~~directors itand beofficers ~~deemed~~in ~~incorporated~~the solicitation by ~~reference~~reading inMTech’s ~~any~~and ~~filing~~Pubco’s ~~under~~filings with the ~~Securities~~SEC, including ~~Act~~the orRegistration ~~the~~Statement, ~~Exchange~~which ~~Act~~was declared effective on May 14, ~~except~~ as2019 ~~expressly~~and ~~set~~which ~~forth~~includes bythe ~~specific~~proxy statement/prospectus ~~reference~~of inMTech ~~such~~for ~~filing~~the proposed transaction.

~~Additional Information~~Forward Looking Statements

~~Investors~~Certain statements ~~and~~made ~~security~~herein ~~holders~~are ofnot ~~MTech~~historical facts but are ~~advised~~forward-looking tostatements ~~read~~for purposes of the ~~prospectus~~safe ~~related~~harbor toprovisions ~~the~~under ~~Registration~~The ~~Statement~~Private Securities ~~and~~Litigation ~~the~~Reform ~~definitive~~Act ~~proxy~~of 1995. Forward-looking statements generally are accompanied by words such as “may”, ~~statement~~“should”, in“would”, ~~connection~~“plan”, ~~with~~“intend”, ~~MTech’s~~“anticipate”, ~~solicitation~~“believe”, “estimate”, of“predict”, ~~proxies~~“potential”, ~~for~~“seem”, ~~its~~“seek”, ~~special~~“continue”, “future”, ~~meeting~~“will”, of“expect”, ~~stockholders~~“outlook” toor beother ~~held~~similar towords, ~~approve~~phrases or expressions. These forward-looking statements include statements regarding MTech’s industry, future events, the proposed transaction ~~because~~between the parties, the ~~proxy~~estimated ~~statement/prospectus~~or ~~will~~anticipated ~~contain~~future ~~important~~results ~~information~~and ~~about~~benefits of the ~~proposed~~combined company following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction, future opportunities for the combined company, and other statements that are not historical facts. ~~The~~These ~~definitive~~statements ~~proxy~~are ~~statement/prospectus~~based ~~was~~on ~~mailed~~the current expectations of MTech’s management and are not predictions of actual performance. These statements are subject to ~~stockholders~~a number of risks and uncertainties regarding MTech’s asbusinesses and the transaction, and actual results may differ materially. These risks, uncertainties, assumptions and other important factors include, but are not limited to: the inability to complete the transaction contemplated by the merger agreement because of failure of closing conditions or other reasons; the ~~record~~inability ~~date~~to recognize the anticipated benefits of the proposed transaction, which ismay ~~May~~be 13affected by, ~~2019.~~among ~~Stockholders~~other ~~will~~things, ~~also~~the beamount ~~able~~of cash available following any redemptions by MTech stockholders; the ability of Pubco to ~~obtain~~meet ~~copies~~Nasdaq’s listing standards following the consummation of the ~~registration~~transactions ~~statement~~contemplated by the merger agreement; costs related to the proposed transaction; MJF’s ability to manage growth; the reaction of MJF’s customers and ~~proxy~~suppliers to the transaction; Pubco’s ability to identify and integrate other future acquisitions; rising costs adversely affecting MJF’s profitability; adverse changes to the legal environment for the cannabis industry; general economic and market conditions impacting demand for MJF’s products and services; and other risks and uncertainties indicated in the proxy statement/prospectus for the proposed transaction, ~~without~~including ~~charge~~those under “Risk Factors” therein, atand other documents filed or to be filed with the SEC’s ~~website~~by atMTech ~~www~~and Pubco.~~sec.gov~~ There may be additional risks that MTech presently does not know or bythat MTech ~~directing~~currently abelieves ~~request~~are immaterial that could also cause actual results to: ~~MTech~~differ ~~Acquisition~~from those contained in the forward-looking ~~Corp~~statements. In addition, ~~c/o~~forward-looking ~~MTech~~statements ~~Sponsor~~provide ~~LLC~~MTech’s expectations, ~~10124~~plans ~~Foxhurst~~or ~~Court~~forecasts of future events and views as of the date of this communication. MTech anticipates that subsequent events and developments will cause MTech’s assessments to change. However, ~~Orlando~~while MTech may elect to update these forward-looking statements at some point in the future, ~~Florida~~MTech specifically ~~32836~~disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing MTech’s assessments as of any date subsequent to the date of this communication.

2Item 9.01 Financial Statements and Exhibits.

~~Participants in~~(d) ~~the Solicitation~~Exhibits.

MTech, Pubco, MJF, and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of MTech’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names and interests of MTech’s directors and officers in the solicitation by reading MTech’s and Pubco’s filings with the SEC, including the Registration Statement, which was declared effective on May 14, 2019 and which includes the proxy statement/prospectus of MTech for the proposed transaction.

Exhibit No.		Description
10.1		Form of Subscription Agreement, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by MTech on June 6, 2019.
10.2		Form of Agreement to Transfer Sponsor Shares, incorporated herein by reference to Exhibit 10.2 to Current Report on Form 8-K filed by MTech on June 6, 2019.
99.1		Press Release Dated June 12, 2019.

~~Forward Looking Statements~~2

Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding MTech’s industry, future events, the proposed transaction between the parties, the estimated or anticipated future results and benefits of the combined company following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of MTech’s management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding MTech’s businesses and the transaction, and actual results may differ materially. These risks, uncertainties, assumptions and other important factors include, but are not limited to: the inability to complete the transaction contemplated by the merger agreement because of failure of closing conditions or other reasons; the inability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, the amount of cash available following any redemptions by MTech stockholders; the ability of Pubco to meet Nasdaq’s listing standards following the consummation of the transactions contemplated by the merger agreement; costs related to the proposed transaction; MJF’s ability to manage growth; the reaction of MJF’s customers and suppliers to the transaction; Pubco’s ability to identify and integrate other future acquisitions; rising costs adversely affecting MJF’s profitability; adverse changes to the legal environment for the cannabis industry; general economic and market conditions impacting demand for MJF’s products and services; and other risks and uncertainties indicated in the proxy statement/prospectus for the proposed transaction, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by MTech and Pubco. There may be additional risks that MTech presently does not know or that MTech currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide MTech’s expectations, plans or forecasts of future events and views as of the date of this communication. MTech anticipates that subsequent events and developments will cause MTech’s assessments to change. However, while MTech may elect to update these forward-looking statements at some point in the future, MTech specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing MTech’s assessments as of any date subsequent to the date of this communication.SIGNATURES

~~Item~~Pursuant to the requirements ~~9.01 Financial~~of ~~Statements~~the ~~and~~Securities ~~Exhibits~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

(d) Exhibits.

Dated: June 12, 2019	MTECH ACQUISITION CORP.

	By:	/s/ Scott Sozio
		Name: Scott Sozio Title: Chief Executive Officer

Exhibit No.		Description
10.1		Form of Subscription Agreement
10.2		Form of Agreement to Transfer Sponsor Shares
99.1		Press Release, dated June 6, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: June 6, 2019	MTECH ACQUISITION CORP.
	By:	/s/ Scott Sozio
		Name: Scott Sozio Title: Chief Executive Officer

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