SecProbe.io

Mail Stop 3561
        December 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.
Amendment No. 1 to
Draft Registration Statement on Form S -1
Submitted December 12, 2016
  CIK No. 0001687187

Dear Mr.  Bauersachs :

We have reviewed your amended 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 statement 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.
Summary
Overview, page 1
1. Refer to comment 2.  We note your added di sclosure of domestic metallurgical coal
prices in the table on page 103 and that those prices declined in 2016 .  Please expand
your description of the Metallurgical Coal Industry in the summary to reflect the current
decline in domestic prices, in a manner  no less prominent than the present global coking
coal pricing disclosure.

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

 2. Please expand the disclosure under “Metallurgical Coal Industry” to discuss the expected
“new normal” U.S. metallurgical coal production of $50 million tons per year, as
disclosed i n the “Industry” section.
3. Please expand the disclosure to discuss the forecasted global benchmark prices for
metallurgical coal.
4. Please expand the summary to briefly disclose the anticipated production of thermal coal
up to 10% of total coal production and  the potential for increasing thermal coal
production in the future.
Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page  59
5. We note you are currently conducting coal -washing services for a third party, for a per -
ton processing and loading fee pursuant to a contract generating revenue of
approximately $440,000 per month.   You have disclosed this contract ends in February
2017 and has not been renewed.   Please further revise and expand your disclosure
throughout Managem ent’s Discussion and Analysis, including Factors Affecting
Comparability of Future Results, Results of Operations and Liquidity and Capital
Resources, to clearly explain that your revenue for the nine months ended September 30,
2016 is not indicative of fu ture operating results due to the expiration of this
contract.   Also, clarify that you do not plan to enter into such agreements in the
future.   For guidance, see Item 303(a) of Regulation S -K and Sections III.A and III.B.3 of
SEC Release 33 -8350.
Business , page 71
6. We note the forecasted prices in the table under “Pricing Assumptions and Forecast”
have been deleted.  Please advise or revise.
7. We note your response to comment 24.  We generally require a final feasibility study
with an accuracy of plus or minu s 15 percent prior to the declaration of mineral reserves.
Please confirm the accuracy level of your reserve studies and include a statement to this
effect in your registration statement.
8. Additionally, please tell us if you performed a discounted cash fl ow analysis to support
the economics of your mineral reserves or when valuing your mineral properties.  If so,
please forward to our engineer as supplemental information and not as part of your filing
the discounted cash flow analysis for each of your mine ral properties with mineral
reserves.  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.
9. We note your response to comment 24.  Please reconcile the capital cos t estimate for your
Elk Creek property on page 88 of your registration statement to the capital cost estimate
for your Elk Creek property located in your technical report.

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

 10. Please confirm that your mineral reserves are legally extractable or that there is a
reasonable likelihood that all permits can be obtained.  In your response please revise
your disclosure for each material property to describe key permits, the issuing agency, the
issue date, or the timeframe in which you expect the permit to be issued.
11. We note your response to comment 27.   Registrants  generally use a historical three year
average when assessing mineral reserves  under Industry Guide 7 .  Please tell us if your
mineral reserves are economic using the historical three year average price and  include a
statement to this effect in your registration statement .
Ramaco Development, LLC
Notes to Consolidated Financial Statements

Note 7.   Pro Forma Financial Information (Unaudited), page F -19
12. You have provided pro forma basic and diluted financial information for both periods
presented in your statement of operations.   Please tell us why you believe presentation of
pro forma financial information for the prior year information is necessary or useful to an
investor.   Alternatively, please remove the pro forma information for the prior year for
the year ended December 31, 2014 and the nine months ended September 30, 2015.
13. We note your response to comment 14.   From the current disclosure, it does not appear
you have included all adjustments that would impact your pro forma financial
results.   Your disclosure on page 52 indicates you expect to use a portion of the proceeds
as repayment of the note payable to Ramaco, LLC in the principal amount of
approximately $10.6 million.   Please ensure that your pro forma earnings per share for
the latest year and interim period give effect to the use of proceeds to reduce your
debt.   We refer you to SAB Topic 3A.   Please revise your disclosures to clearly describe
all of the adjustments reflected in your pro forma fi nancial results.
14. Please revise your disclosure for the annual and interim period to clearly explain how you
have arrived at the expected number of common shares to be outstanding immediately
following the offering.   In addition to the shares to be issued a s a result of the offering,
we note the Series A preferred shares will mandatorily convert to common shares upon
closing of a qualified offering.
Notes to Unaudited Condensed Consolidated Financial Statements, page F -24
15. Please disclose the date through w hich you have evaluated subsequent events and
whether that date is either the date the financial statements were issued or available to be
issued.   Refer to FASB ASC 855 -10-50-1.

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

 Ramaco Development, LLC
Nine Months Ended September 30, 2016
Note 2.  Acquisitions, page F -26
16. You disclose the Knox Creek Acquisition was acquired for cash consideration of
approximately $100 thousand, the payment of $82 thousand of property taxes and lease
and contract cure costs and the assumption of reclamation obligatio ns of approximately
$7.4 million.   You state the acquisition consideration has been allocated, on a preliminary
basis, to the acquired plant and equipment based on their relative fair market
values.   Please provide disclosure of the purchase price allocate d to the assets and
liabilities acquired, a reconciliation of the consideration transferred   and explain if any
difference in these amounts.
17. Please revise to provide the historical and pro forma disclosures required by ASC 805 -
10-50 and ASC 805 -10-20 for y our acquisition of Knox Creek.   To the extent you do not
believe these disclosures are required, please provide the quantitative and qualitative
reasons why you believe the acquisition is not material.
Recent Sales of Unregistered Securities, page II -2

18. Please further revise your disclosure in response to prior comment 45 to address the
disclosure required by Item 701(d) of Regulation S -K.

You may contact  Myra Moosariparambil , Staff Accountant, at (202) 551 -3796  or Craig
Arakawa, Accounting Branch Chief, at (202) 551 -3650  if you have questions regarding
comments on the financial s tatements and related matters.  Please contact John Coleman, Mining
Engineer at (202) 551 -3610 with any engineering related questions.  Please contact Ruairi Regan
at (202)  551-3269 or  Pamela Howell, Special Counsel,  at (202) 551 -3357  with any other
questions.

     Sincerely,

     /s/ John Reynolds

     John Reynolds
Assistant Director
Office of Beverages,
Apparel, and Mining

cc:  Douglas E. McWilliams, Esq.
       Vinson & Elkins LLP