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February 17, 2023
Randall W. Atkins
Chairman and Chief Executive Officer
Ramaco Resources, Inc.
250 West Main Street, Suite 1900
Lexington, Kentucky 40507
Re:Ramaco Resources, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed February 3, 2023
File No. 333-267152
Dear Randall W. Atkins:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
Estimated Cash Available for Dividends for the Quarters Ending June 30, 2023, September 30,
2023 and December 31, 2023.
Assumptions and Considerations, page 43
1.We note your assumption that you anticipate CORE will receive an increase in royalty
payments of approximately $7.9 million, or 69%, to $19.3 million for the year ending
December 31, 2023 compared to the $11.4 million in the year ended December 31, 2022,
based on existing sale contracts and the current forward market prices for coal similar in
quality to yours.  Please provide more details regarding your existing sale contracts and
current forward market prices for coal and expand your discussion regarding the basis for
your projected increase in royalty payments in 2023. For any assumption related to future
sales where you do not currently have existing agreements in place, please make that clear

 FirstName LastNameRandall W.  Atkins
 Comapany NameRamaco Resources, Inc.
 February 17, 2023 Page 2
 FirstName LastName
Randall W.  Atkins
Ramaco Resources, Inc.
February 17, 2023
Page 2
and disclose the limitations on your ability to pay dividends.
General
2.We note that you incorporate information by reference into your registration statement.
However, it appears that you are ineligible to incorporate by reference because you have
not yet filed an annual report required under Section 13(a) or Section 15(d) of the
Exchange Act for your most recently completed fiscal year ended December 31,
2022.  See General Instruction VII.C to Form S-1.  Please amend the registration
statement to include all of the disclosure required by Form S-1, or, in the alternative, file
your Form 10-K for the fiscal year ended December 31, 2022, and update this section
accordingly.
            You may contact Robert Babula, Staff Accountant, at 202-551-3339 or Gus
Rodriguez, Staff Accountant, at 202-551-3752 if you have questions regarding comments on the
financial statements and related matters. You may contact Ken Schuler, Mining Engineer, at 202-
551-3718 if you have questions regarding engineering comments. Please contact Irene
Barberena-Meissner, Staff Attorney, at 202-551-6548 or Loan Lauren Nguyen, at 202-551-3642
with any other questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew R. Pacey, P.C.