SecProbe.io

Mail Stop 3561
        November 23, 2016

Via E -mail
Michael Bauersachs
Chief Executive Officer
Ramaco Resources,  Inc.
250 West Main Street, Suite 210
Lexington, Kentucky 40507

Re: Ramaco Resources,  Inc.
Draft Registration Statement on Form S -1
Submitted October 28, 2016
  CIK No. 0001687187

Dear Mr.  Bauersachs :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration sta tement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.
General
1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
Summary
Overview, page 1
2. We note your statement regarding recent increases in U.S. coking coal prices.  Please
expand your description of the Metallurgical Coal Industry to provide further information

Michael Bauersachs
Ramaco Resources,  Inc.
November 23, 2016
Page 2

 regarding such increases  in domestic prices .  Please include such disclosure in the
summary section in a manner no less prominent than the present global coking coal
pricing disclosure.   In this regard, we note that your marketing strategy is focused on U.S.
sales.
3. Please disclose the projected decline in US coking coal exports, discu ssed on page 101, in
your summary.
Corporate Reorganization, page 7
4. Please clarify when the corporate reorganization events on page 8 will occur relative to
the offering. We note your statement that they will occur in connection with the offering.
5. Please r evise your disclosure regarding the Reorganization Transactions to clearly
explain the tax benefits that are associated with the organizational structure.  Your
revisions should explain the reasons for the “Up -C” structure.  Please also consider
adding ris k factor disclosure related to the increased compliance costs of the multilayered
structure of an Up -C.
6. Please revise to summarize the payments to be made under the tax receivable agreement.
Please also disclose the range of the future payouts that you expect to pay under the
agreement, the anticipated timing of the payouts, and how you intend to fund the required
payouts.  Please discuss the potential liability to the company if it fails to make such
payouts.  Revise your liquidity discussion on page 65  to discuss the negative effects of
these payouts .
7. Please provide an additional organizational chart that outlines the corporate structure pre -
reorganization and IPO.
8. You state Ramaco Resources, Inc. will be the sole managing member of Ramaco
Development, LLC and will be responsible for all operational, management and
administrative decisions relating to Ramaco Development’s business.   For an entity not to
be a VIE, the equity holders have to demonstrate power through the ability to vote an
equity investment at risk.   If interests other than the equity investment at risk provide the
holders of that investment with the characteristics of a controlling financial interest, the
entity is a VIE.   Please tell us the consolidation model you are applyi ng in accordance
with ASC 810 -10-15.  If you determined Ramaco Development, LLC is a VIE, please
explain how you determined Ramaco Resources, Inc. has the characteristics of a
controlling financial interest per ASC 810 -10-25-38A and provide the basis for
consolidation and other VIE disclosures discussed in ASC 810 -10-50.  Alternatively, tell
us how you concluded Ramaco Development, LLC was not a VIE pursuant to ASC 810 -
10-15-14(b).

Michael Bauersachs
Ramaco Resources,  Inc.
November 23, 2016
Page 3

 Tax Receivable Agreement, page 9
9. You state that you will enter into a tax re ceivable agreement with RD Unit Holders and
certain other Existing Owners at the closing of the offering.   Please provide the
following:

 Since you expect the payments required under the agreement will be substantial,
please expand your disclosure in Criti cal Accounting Policies and Estimates section
of the MD&A to discuss material terms of the agreement and related tax accounting
policies.

 Explain how the related party payments under the tax receivable agreement will be
recorded and the effect such paymen ts will have on your financial position and results
of operations.

Organization Structure Following this Offering, page 10

10. Please revise the information in your organization structure diagram to identify the
economic and voting interests of each of the e ntities identified.

11. In the diagram of your corporate structure, you present Operating Subsidiaries below
Ramaco Development, LLC.   Please revise to present each significant operating
subsidiary separately.

The Offering
Exchange Rights of RD Unit Holdings, page 14

12. You disclose under the Ramaco Development Agreement, each RD Unit Holder will,
subject to certain limitations, have the right to cause Ramaco Development to acquire all
or a portion of its RD Units for shares of Class  A common stock at a n exchange ratio of
one share of Class  A common stock for each RD Unit exchanged.   Alternatively, upon
the exercise of the Exchange Right, Ramaco Inc. will have the right, pursuant to the Call
Right, to acquire each tendered RD Unit directly from the excha nging RD Unit Holder
for, at its election, (x) one share of Class A common stock or (y) an equivalent amount of
cash.   Please tell us how you plan to account for this Exchange Right in your financial
statements and calculation of earnings per share.   Pleas e also explain how you will reflect
the Exchange Right in the pro forma financial information.

Summary Historical Financial Data, page 16

13. We note you have included a place holder for pro forma earnings per share in your
Summary Historical Financial Data on page 16 and your Selected Historical Financial
Data on page 60.   Please provide sufficient information in a footnote or elsewhere in this

Michael Bauersachs
Ramaco Resources,  Inc.
November 23, 2016
Page 4

 disclosure to describe the pro forma adjustments as a result of the reorganization and
transaction.

14. We note your d isclosure that in connection with this offering certain corporate
reorganization transactions will occur.   You have also disclosed other adjustments as a
result of the offering that appear factually supportable and will have an ongoing impact,
such as the repayment of the note payable to Ramaco, LLC in the principal amount of
approximately $10.6 million.   Please provide pro forma balance sheet and income
statement information reflecting these adjustments or tell us how you determined this
information is not  necessary.
Use of Proceeds, page 54
15. Please set forth the interest rate and maturity of the note.  See Instruction 4 to Item 504 of
Regulation S -K.
16. We note your statement that you intend to use the proceeds for general corporate
purposes, including capital  expenditures.  You also state on page 66 that you intend to
use proceeds to meet capital expenditures and operating plans.  Please describe clearly
the principal purposes for which the proceeds are to be used and the approximate amount
to be used for each  purpose.
17. We note the disclosure in the risk factor on page 41 that you retain broad discretion as to
the allocation of the net proceeds from the offering.  The company may reserve the right
to change the use of proceeds, provided that such reservation i s due to certain
contingencies that are discussed specifically and the alternatives to such use in that event
are indicated.  See Instruction 7 to Item 504 of Regulation S -K.
Management’s Discussion and Analysis of Financial Condition and Results of Operat ions, page
62
18. Please revise the overview to discuss in greater detail the trends, events and uncertainties
that may impact your future operations.
Factors Affecting Comparability of Future Results, page 63
Depreciation, Depletion and Amortization

19. We note  your disclosure that   you will amortize costs of appraisal, mining and field
development using the unit -of-production method based on total estimated proved
coal reserves.   Please clarify if you will also include probable reserves in your
depletion base a nd revise your disclosure, if necessary.   Also expand your critical
accounting policies and estimates disclosure on page 66 to discuss the depletion base
you plan to use and the critical estimates and judgments involved.

Michael Bauersachs
Ramaco Resources,  Inc.
November 23, 2016
Page 5

 20. You state costs of acquiring pro ved and unproved leasehold properties and
associated asset retirement costs will be recovered through depletion using the unit -
of-production method based on total estimated proven developed and undeveloped
reserves.   Please revise your disclosure to clearl y state what is included in your
depletion base in accordance with Industry Guide 7.   In this regard, we note your
disclosures on page 67 and F -11 state that the cost is amortized using the unit -of-
production method over estimated recoverable reserves.

Liquidity and Capital Resources, page 65

21. We note your statements regarding the $149.2 million your will be required to expend to
develop your current projects.  We also note the amount of cash disclosed on your most
recent balance sheet and your intent to use certain proceeds of this offering to repay the
promissory note to Ramaco, LLC.  Please disclose in greater detail how you plan to
address the funds necessary to achieve your business plan.  Refer to Item 101(a)(2) and
Instruction 5 of Item 303(a) of  Regulation S -K, and footnote 43 in Securities Act Release
No. 33 -8350 for guidance.

22. Please clarify your statements that you have a fully financed development portfolio,
given your financial condition.

23. Please revise your disclosure to include a discussion of changes in cash flows for all
periods presented.   Refer to Section IV of SEC Release 33 -8350.

Business, page 70

24. We note your disclosure of mineral reserves.  Please forward to our engineer as
supplemental information and not as part of your  filing, your technical report(s) or the
information that establishes the legal, technical and economic feasibility of the materials
designated as reserves, as required by paragraph (c) of Industry Guide 7.  This
information should include:

 Acreage breakd own by owned, leased or other.

 Maps showing property, mine permit and reserve boundaries; including recent and
historic production areas.

 Drill -hole maps showing drill intercepts.

 Justifications for the drill hole spacing used at various classificatio n levels.

 General cross -sections that indicate the relationship between coal seams, geology, and
topography.

Michael Bauersachs
Ramaco Resources,  Inc.
November 23, 2016
Page 6

  A detailed description of your procedures for estimating reserves.

 The specific criteria used to estimate reserves.

 An indication of how many years are left in your longest -term mining plan for each
reserve block.

 Site specific economic justification for the criteria you used to estimate reserves.

 Mining plans or feasibility studies, including production schedules, cost estimates and
cash flow  projections.

 Permits obtained and permits required prior to starting mining and processing
operations.

 Third party reviews of your reserves that were developed within the last three years.

 Any other information needed to establish legal, technical and economic feasibility.

Please provide this information on a CD, formatted as Adobe PDF files.  You may ask to
have this information returned by making a written request at the time it is furnished, as
provided in Rule 418(b) of Regulation C.

25. We note the Elk Creek project reserves were estimated as of December 31, 2013.  The
disclosure under “Reserve Estimates” discusses the importance of accurate estimates of
reserves upon your future performance.   In this regard, you undertake to update estimates
of res erves on an annual basis, taking into account numerous factors and assumptions,
and changes in such factors and assumptions, as discussed in that section.   Given the
importance of accurate reserve estimates, please explain the basis for providing
disclosu re of reserve estimates determined almost three years ago .

26. In an appropriate location of your filing discuss the exploration and development drilling
that you have performed on each of your properties.  In this regard we reference
paragraph (b)(4)(i) of  Industry Guide 7.

27. In the footnotes to your reserve table please disclose the average coal price per ton that
you use to assess you coking coal reserves.  Please disclose the domestic and global
benchmark price index from which the prices were obtained.

28. We note your disclosure of a projected mine life for Knox Creek.  Please revise to
remove the projected mine life (years) for Knox Creek until you have established proven
or probable reserves.  See paragraph (b)(5)(3) of Industry Guide 7.

29. We note your disclosure on pages 5 and 74 of  your prospectus that forecasted production

Michael Bauersachs
Ramaco Resources,  Inc.
November 23, 2016
Page 7

 amounts are based in part on the proven and probable coal reserves disclosed in this
prospectus and in part on small amounts of additional coal deposits, which are not
disclosed in thi s prospectus, that you control but do not meet the SEC’s standards as
proven or probable reserves.  Only proven and probable reserves and estimates thereof
can be disclosed in filings with the United States Securities and Exchange Commission.
Please revise  to remove forecasted production amounts that are not proven or probable
reserves.  See paragraph (b)(5)(3) of Industry Guide 7.

Current Projects page 70

30. Please revise to include the acreage of each of your properties.

31. Please revise to provide a brief d escription of all infrastructure including, but not limited
to, the source of power and water and existing or historical mines.

Coal Preparation and Blending page 81

32. Please revise to disclose the distance from each of your proposed mines to the location of
proposed processing.
Industry, page 96
33. Please provide us with a supplemental copy of the report prepared for you by Doyle
Trading Consultants, cited in this section and elsewhere in your prospectus.  Clearly mark
the supporting statements in the supplemental materials.

The Metallurgical Coal  Industry page 96

34. Please include disclosure regarding historical domestic metallurgical coal pricing in your
discussion of the U.S. coking  coal market overview and historical global coke
consumption.  We suggest including this information in a chart or ta ble.
Management, page 102
35. Please disclose the business experience of each of your executive officers and directors
during the past five years.  For example, it is unclear what Mark Clemens’ business
experience was between June 2011 and January 2016.  See  Item 401(e) of Regulation S -
K.
36. Please disclose how long each director has served as such, as required by Item 401(a) of
Regulation S -K.
Principal and Selling Stockholders, page 108
37. Please state clearly the amount of securities to be offered for each secur ity holder’s

Michael Bauersachs
Ramaco Resources,  Inc.
November 23, 2016
Page 8

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