Exhibit 4.2


 





	            NUMBER	 	SHARES                    


            C    


 


MTECH ACQUISITION CORP.


INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE


CLASS A COMMON STOCK


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


	This Certifies that	 	CUSIP 55378W 107
	is the owner of	 	 


 


FULLY PAID AND NON-ASSESSABLE SHARES
OF THE PAR VALUE OF $0.0001 EACH

OF THE CLASS ACOMMON STOCK OF


 


MTECH ACQUISITION CORP.


 


transferable on the books of the Corporation
in person or by duly authorized attorney upon surrender of this certificate properly endorsed. The Corporation will be forced to
liquidate if it is unable to complete an initial business combination within the period of time as set forth in the Corporation’s
Amended and Restated Certificate of Incorporation, as the same may be amended from time to time, all as more fully described in
the Corporation’s final prospectus dated                     ,
2018


 


This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.


 


Witness the facsimile seal of the Corporation
and the facsimile signatures of its duly authorized officers.


 


	Dated:	 	 	 	 
	 	 	 	 	 
	CHAIRMAN	 	[INSERT SEAL HERE]	 	CHIEF EXECUTIVE OFFICER


 


The following abbreviations, when used
in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	TEN COM	-	as tenants in common	UNIF GIFT MIN ACT-	 	 Custodian 	 	 
	TEN ENT	-	as tenants by the entireties  	 	 	(Cust)	 	(Minor)	 
	JT TEN	-	as joint tenants with right of survivorship	under Uniform Gifts to Minors	 	 
	 	 	and not as tenants in common	Act	 	 	 	 	 
	 	 	 	 	               (State)	 	 	 	 


 


Additional abbreviations may also be used
though not in the above list.


 






     


     


    

 


MTech Acquisition Corp.


 


The Corporation will furnish without charge
to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such
preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all
the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing
for the issue of shares of Preferred Stock (copies of which may be obtained from the secretary of the Corporation), to all of which
the holder of this certificate by acceptance hereof assents.


 


For value received,                      hereby
sell, assign and transfer unto


 


	
        PLEASE INSERT SOCIAL SECURITY OR OTHER

        IDENTIFYING NUMBER OF ASSIGNEE

        
	 
	 	 
	 	 


 


	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	
	 
	 
	


 


	 	 	 shares


of the capital stock represented by the within Certificate,
and do hereby irrevocably constitute and appoint


 


	 	 	 Attorney


to transfer the said stock on the books of the within named
Corporation will full power of substitution in the premises. 


 


Dated_____________





	 	 
	 	Notice:	 	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


Signature(s) Guaranteed:


 


	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).	 


 


The holder(s) of this certificate shall be entitled to receive
a pro-rata portion of the funds from the trust account only in the event that (i) the Corporation is forced to liquidate because
it does not consummate an initial business combination within the period of time set forth in the Corporation’s Amended and
Restated Certificate of Incorporation, as the same may be amended from time to time (the “Charter”) or (ii) if the
holder seeks to convert his shares upon consummation of, or sell his shares in a tender offer in connection with, an initial business
combination or in connection with certain amendments to the Charter. In no other circumstances shall the holder(s) have any right
or interest of any kind in or to the trust account.