UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR ~~Section~~ 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 1716, 2019

MTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter)

(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.)

Delaware	001-38368	82-2932611
10124 Foxhurst Court, Orlando, Florida	32836
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(Address of principal executive offices)	(Zip Code)

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)

~~(Former name~~Check orthe ~~former~~appropriate box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Check~~☐ ~~the appropriate~~Written ~~box~~communications ~~below~~pursuant ~~if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the~~under ~~filing obligation to~~ the ~~registrant~~Securities ~~under any~~Act of(17 ~~the~~CFR ~~following provisions:~~230.425)

☒ ~~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))

☐	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 Market LLC
Warrants to purchase one share of Common Stock	MTECW	The NASDAQ Stock Market LLC
Units, each consisting of one share of Common Stock and one Warrant	MTECU	The NASDAQ Stock 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 18.01 ~~Entry~~Other ~~Into A Material Definitive Agreement~~Events.

On ~~April~~ 17May 16, 2019, ~~MTech Acquisition Corp.~~MJ Freeway, aLLC ~~Delaware corporation~~ (“~~MTech~~MJF”), ~~entered~~issued ~~into~~ a ~~First~~press ~~Amendment~~release ~~to Agreement~~announcing ~~and Plan of Merger (~~the ~~“Amendment”)~~addition ~~with the other parties to the Agreement and Plan~~ of ~~Merger, dated~~Mark ~~as of October 10, 2018 (the “Merger Agreement”), by and among MTech, MTech Acquisition Holdings Inc~~D.~~, a~~ ~~Delaware~~Iwanowski ~~corporation~~to ~~and~~its aboard ~~wholly-owned subsidiary~~ of ~~MTech (“Pubco”), MTech Purchaser Merger Sub Inc~~directors.~~, a~~ A ~~Delaware~~copy ~~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~~press asrelease ~~the~~is ~~Purchaser Representative~~attached ~~thereunder,~~hereto ~~MJ Freeway LLC, a Colorado limited liability (“MJF”), and Jessica Billingsley,~~ as ~~successor~~ ~~to Harold Handelsman, in the capacity as the Seller Representative thereunder~~Exhibit 99.1.

~~The terms~~Additional of the Amendment provide for (i) an increase of the size of the Pubco board of directors as of the closing (“Closing”) of the transactions contemplated by the Merger Agreement from seven (7) to eight (8) directors, (ii) an increase of the number of directors appointed prior to the Closing by MJF from four (4) to five (5) directors (which additional director will qualify as an independent director under Nasdaq rules) and (iii) revision of the classification of directors so that the Class B directors will include two (2) MJF directors and one (1) MTech director.Information

AUnder the terms of a ~~copy~~merger agreement, each of ~~the~~MTech ~~Amendment~~Acquisition isCorp. ~~filed~~(“MTech”) and MJF will merge with ~~this~~newly-formed ~~Current~~subsidiaries ~~Report~~of ona newly-formed ~~Form~~holding 8company (“Pubco”), which itself is a newly-Kformed assubsidiary ~~Exhibit~~of 2MTech.2 ~~and~~As isa ~~incorporated~~result ~~herein~~of bysuch ~~reference~~mergers, ~~and~~ ~~the~~MJF ~~foregoing~~equity ~~description~~holders will receive new securities of ~~the~~Pubco ~~Amendment~~and isMTech ~~qualified~~stockholders inwill ~~its~~exchange ~~entirety~~their bysecurities ~~reference~~of ~~thereto~~MTech for securities of Pubco.

~~Additional~~In connection with ~~Information~~the proposed transaction, on May 14, 2019, Pubco filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”) for the Pubco securities to be issued at the closing of the transaction, which Registration Statement contains a proxy statement of MTech in connection with a special meeting of the stockholders of MTech to consider and vote on the transaction and related matters. The definitive proxy statement/prospectus and other relevant documents will be mailed to MTech’s stockholders in connection with the special meeting.

OnInvestors and ~~November~~security 7,holders ~~2018,~~of ~~Pubco~~MTech ~~filed~~are ~~with~~advised ~~the~~to ~~SEC~~read athe ~~registration~~prospectus ~~statement~~and onthe ~~Form~~definitive ~~S-4~~proxy ~~(as~~statement ~~amended~~in onconnection ~~January 25, 2019 and April 18,~~with ~~2019,~~MTech’s ~~the~~solicitation ~~“Registration~~of ~~Statement”)~~proxies for ~~the~~its ~~Pubco~~special ~~securities~~meeting of stockholders to be ~~issued~~held to ~~MTech~~approve ~~and~~the ~~MJF~~proposed ~~security holders~~transaction atbecause the ~~Closing,~~proxy ~~which~~statement/prospectus ~~Registration~~will ~~Statement~~contain ~~contains~~important ainformation ~~preliminary~~about ~~proxy~~the ~~statement~~proposed oftransaction ~~MTech~~and inthe ~~connection~~parties ~~with~~to the aproposed ~~special~~transaction. ~~meeting of~~The ~~the~~definitive ~~stockholders~~proxy ofstatement/prospectus ~~MTech~~will be mailed to ~~consider~~stockholders ~~and~~of ~~vote~~MTech onas of the ~~business~~record date, ~~combination~~which ~~and~~is ~~related~~May ~~matters~~13, 2019. ~~Pubco~~Stockholders ~~and~~will ~~MTech~~also ~~will~~be ~~mail~~able to obtain copies of the ~~definitive~~ registration statement onand ~~Form~~proxy statement/prospectus, ~~S-4~~without ~~containing~~charge, at the ~~definitive~~SEC’s ~~proxy~~website ~~statement~~at ~~and~~www.sec.gov ~~other~~or ~~relevant~~by ~~documents~~directing toa ~~its~~request ~~stockholders~~to: MTech inAcquisition ~~connection~~Corp., ~~with~~c/o MTech Sponsor LLC (the ~~meeting~~“Sponsor”), 10124 Foxhurst Court, Orlando, Florida 32836.

~~Investors and~~Participants ~~security holders of MTech are advised to read, the preliminary proxy statement and amendments thereto, and when available, the definitive proxy statement,~~ in ~~connection with MTech’s solicitation of proxies for its special meeting of stockholders to be held to approve~~ the proposed transaction because these documents contain important information about the proposed transaction and the parties to the proposed transaction. The definitive proxy statement/prospectus will be mailed to stockholders of MTech as of a record date to be established for voting on the proposed transaction. Stockholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, at the SEC’s website at www.sec.gov or by directing a request to: MTech Acquisition Corp, c/o MTech Sponsor LLC, 10124 Foxhurst Court, Orlando, Florida 32836.Solicitation

~~Participants~~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~~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.

~~MTech, Pubco,~~Forward ~~the~~Looking Sponsor, 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 in the proposed transaction of MTech’s directors and officers in MTech’s filings with the SEC, including MTech’s Registration Statement, which was filed with the SEC on January 22, 2018, and MTech’s Quarterly Reports on Form 10-Q, which were filed with the SEC on May 15, 2018 and August 8, 2018, Annual Report on Form 10-K which were filed with the SEC on March 14, 2019, and Preliminary Proxy Statement which was filed with the SEC on November 7, 2018, as amended on January 25, 2019 and April 18, 2019, which includes the proxy statement/prospectus of MTech for the proposed transaction. Statements

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”, ~~Looking~~“should”, ~~Statements~~“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.

~~Certain statements~~Item ~~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~~9.01 ~~Forward-looking~~Financial ~~statements~~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 factsExhibits. 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 business combination, 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 business combination; MJF’s ability to manage growth; the reaction of MJF’s customers and suppliers to the business combination; 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.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated May 16, 2019

Exhibit Number		Description
2.2		First Amendment to Agreement and Plan of Merger

SIGNATURES

~~SIGNATURE~~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.

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: May 16, 2019	MTECH ACQUISITION CORP.

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

Dated: April 18, 2019

MTECH ACQUISITION CORP. By: /s/ Scott Sozio Name: Scott Sozio Title: Chief Executive Officer

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