SecProbe.io

CORRESP
1
filename1.htm

December 1, 2022

VIA CONFIDENTIAL SUBMISSION TO THE STAFF

Isabel Rivera

Pam Howell

Paul Cline

Shannon Menjivar

Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:
Ramaco Resources, Inc.

Form 10-K for the Fiscal Year Ended December 31,
2021

Filed April 1, 2022

Form 10-Q for the Quarterly Period Ended June 30, 2022

Filed August 9, 2022

File No. 001-38003

Ladies and Gentlemen:

This letter sets forth the
responses of Ramaco Resources, Inc. (the “Company”) to the comments of the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) set forth in your letter, dated October 31,
2022, with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2021, Filed April 1, 2022 (the
 “10-K”) and Form 10-Q for the Quarterly Period Ended June 30, 2022, Filed August 9, 2022 (the
 “10-Q”), File No. 001-38003.

In addition, we have attached
as Exhibit A hereto a form of Amendment No. 1 to the 10-K (the “Form Amendment”) that the Company
will file subsequent to the Staff confirming there are no additional comments thereto (the “10-K/A”). The changes
to the Form Amendment are shown in bold and underline. Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed thereto in the 10-K. For your convenience, each of the Staff’s comments is reprinted in bold below, followed by the Company’s
responses thereto.

Isabel Rivera

Pam Howell

Paul Cline

Shannon Menjivar

U.S. Securities & Exchange Commission

December 1, 2022

Page 2

Form 10-K for the Fiscal
Year Ended December 31, 2021

General, page 4

 1. A review of your
                                            other filings indicates that in 2011 you acquired an interest in the Brook Property which
                                            has significant coal tonnage. You are currently conducting an exploration program on this
                                            property. Your filings indicate this coal deposit contains an excess of a billion coal tons,
                                            of which you control 162 M tons. Please explain why this disclosure is missing from your
                                            Form 10-K report and the basis for determining which of your properties are material.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that the Brook Property is not reflected in the 10-K because the Company did not own
the Brook Property as of December 31, 2021. The Company acquired the Brook Property as part of the Ramaco Coal transaction, which
closed in April 2022.

 2. We note your statement
                                            of 769 million resource tons. This is the sum of only your measured and indicated resources.
                                            Please review your entire filing and revise to report your resources as the sum of your total
                                            resources when referring to a general resource tonnage or clarify in each instance that this
                                            resource quantity is only the measured and indicated tonnage

Response:

The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure in the Form Amendment as reflected on pages A-3 and A-4 of Exhibit A
attached hereto.

Summary Overview of Mining Operations, page 49

 3. Please revise your
                                            filing to report each individual property’s production as required by Item 1303(B)(2)(i) of
                                            regulation S-K.

Response:

The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure in the Form Amendment as reflected on page A-19 of Exhibit A
attached hereto.

      2

Isabel Rivera

Pam Howell

Paul Cline

Shannon Menjivar

U.S. Securities & Exchange Commission

December 1, 2022

Page 3

Table 2 Summary Mineral Reserves, page 55

 4. We
                                            note your Big Creek probable reserves does not correspond to your technical report. Please
                                            review and modify your reserves as necessary.

Response:

The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure in the Form Amendment as reflected on page A-23 of Exhibit A
attached hereto.

Item 9A. Controls and Procedures, page 94

 5. Please provide management's
                                            assessment of the effectiveness of your internal control over financial reporting. Refer
                                            to Item 308(a)(3) of Regulation S-K.

Response:

The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure in the Form Amendment as reflected on page A-25 of Exhibit A
attached hereto.

 6. We note the language
                                            in the Exhibit 31.1 certifications that you filed did not conform exactly to the language
                                            set forth in Item 601(b)(31)(i) of Regulation S-K. Specifically, we note the exclusion
                                            of internal control over financial reporting language within the introductory sentence of
                                            paragraph 4. Please amend your Form 10-K to revise your certifications to conform exactly
                                            to the language set forth in Item 601(b)(31)(i) of Regulation S-K. Please also refer
                                            to Regulation S-K C&DI 246.13.

Response:

The Company respectfully acknowledges
the Staff’s comment and has revised Exhibits 31.1 and 31.2 of the Form Amendment as reflected in Exhibit B attached hereto
(showing changes in bold and underline).

      3

Isabel Rivera

Pam Howell

Paul Cline

Shannon Menjivar

U.S. Securities & Exchange Commission

December 1, 2022

Page 4

Exhibits 96.1 and 96.2

Capital and Operating Costs,
page ES-18

 7. We note your illustrations/charts
                                            related to your Life of Mine (LOM) annual capital and operating cost estimates. Please modify
                                            your filing and provide more detail related to major line items/cost centers and provide
                                            numeric values on an annual basis with totals for your LOM annual capital and operating cost
                                            estimates as required by Item 601 (b)(96)(iii)(b)(18) of Regulation S-K.

Response:

The Company respectfully acknowledges
the Staff’s comment and has amended the technical report summaries as reflected on pages C-100 through C-104 of Exhibit C
attached hereto and pages D-105 through D-108 of Exhibit D attached hereto.

Exhibits 96.1 and 96.2

Economic Analysis, page ES-19

 8. Please modify your
                                            filing and provide annual numerical values for your LOM on an after-tax basis annual cash
                                            flow, including your annual production, salable product quantities, revenues, major cost
                                            centers, taxes & royalties, capital, and final reclamation and closure costs for
                                            your life of mine, demonstrating your deposit is economically viable.

Response:

The Company respectfully acknowledges
the Staff’s comment and has amended the technical report summaries as reflected on pages C-105 through C-109 of Exhibit C
attached hereto and D-109 through D-113 of Exhibit D attached hereto.

Exhibit 96.1 Berwind Complex

Development and Operations,
page 5, page EX-5

 9. We note your historical
                                            production for 2021 conflicts with your production reported on page 70. Please review
                                            and revise as necessary.

Response:

The Company respectfully acknowledges
the Staff’s comment and has amended the technical report summary as reflected on pages C-5 and C-70 of Exhibit C attached hereto.

      4

Isabel Rivera

Pam Howell

Paul Cline

Shannon Menjivar

U.S. Securities & Exchange Commission

December 1, 2022

Page 5

Exhibit 96.2 Elk Creek
Complex

Development and Operations,
page 5, page EY-5

 10. We believe your
                                            historical production for 2021 appears to be a typographic error and should be 1.981 M tons.
                                            Please review and correct as necessary.

Response:

The Company respectfully acknowledges
the Staff’s comment and has amended the technical report summary as reflected on page D-5 of Exhibit D attached hereto.

Exhibit 96.2 Elk Creek
Complex

Stratigraphic Column and Cross
Section, page 29, page EY-29

 11. We have reviewed
                                            Section 6.3 and note the Exhibit 6.3-1 found in Appendix A has been omitted. Please
                                            modify your filing and insert this exhibit.

Response:

The Company respectfully
acknowledges the Staff’s comment and has amended the technical report summaries to include Exhibit 6.3-2 in Appendix A as
reflected on page C-118 of Exhibit C attached hereto and Exhibit 6.3-1 in Appendix A as reflected on page D-122 of Exhibit D
attached hereto.

Exhibit 96.2 Elk Creek
Complex

Estimates of Mineral Resources,
page 48, page EY-48

 12. We have reviewed
                                            your resource tabulation and found you have omitted the Moorefork mine from the resource
                                            totals. Please review and modify your filing to correct your total resource disclosure.

Response:

The Company respectfully acknowledges
the Staff’s comment and has amended the technical report summary as reflected on page D-47 and D-48 of Exhibit D attached
hereto.

Exhibit 96.2 Elk Creek
Complex

Table 13.2.1-2 Elk Creek Complex,
Page 67, page EY-67

 13. We have reviewed
                                            your ROM tabulation on this page and found a discrepancy with the totals presented.
                                            Please review and modify your filing to correct your ROM production totals.

Response:

The Company respectfully acknowledges
the Staff’s comment and has amended the technical report summary as reflected on page D-67 of Exhibit D hereto.

      5

Isabel Rivera

Pam Howell

Paul Cline

Shannon Menjivar

U.S. Securities & Exchange Commission

December 1, 2022

Page 6

Form 10-Q for the Quarterly
Period Ended June 30, 2022

Note 12 - Ramaco Coal Acquisition,
page 17

 14. The acquisition
                                            of Ramaco Coal was accounted for as a purchase of assets. Tell us why this transaction did
                                            not constitute the acquisition of a business. Your response should clearly explain why Ramaco
                                            Coal did not represent a business in accordance with the guidance outlined in ASC 805-10-55-4
                                            through 55-6 and 805-10-55-8 through 805-10-55-9.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that the Company conducted an assessment as to whether the acquisition of Ramaco Coal
constitutes a purchase of assets or the acquisition of a business pursuant to ASC 805. ASC 805-10-55-5A provides a practical screen test
for determining whether an acquisition is a purchase of assets or an acquisition of a business: “If substantially all of the fair
value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset
is not considered a business. Gross assets acquired should exclude cash and cash equivalents, deferred tax assets, and goodwill resulting
from the effects of deferred tax liabilities. However, the gross assets acquired should include any consideration transferred (plus the
fair value of any noncontrolling interest and previously held interest, if any) in excess of the fair value of net identifiable assets
acquired.”

While ASC 805 does not define what
constitutes “substantially all,” this term is typically interpreted in other areas of U.S. GAAP to mean at least 90%. In
the acquisition of Ramaco Coal, the gross assets acquired consist of mineral rights, buildings, and machinery and equipment. The Company
determined that the mineral rights constitute a single identifiable asset in accordance with requirements ASC 805-10-55-5B and ASC 805-10-55-5C.
The Company subsequently determined that the fair value of the mineral rights comprised over 90%, or “substantially all,”
of the combined fair value of the gross assets acquired. Therefore, the Company concluded that the acquisition of Ramaco Coal did not
constitute an acquisition of a business pursuant to ASC 805.

      6

    Sincerely,

    /s/ Randall W. Atkins

    Name: Randall W. Atkins

    Title:   Chairman and Chief Executive
    Officer

    cc:
    Matthew Pacey, P.C., Kirkland & Ellis
    LLP

    Anthony Sanderson, Kirkland & Ellis LLP

EXHIBIT A

Form Amendment

    A - 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

    x
    ANNUAL REPORT PURSUANT
    TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,
2021

or

    ¨
    TRANSITION REPORT
    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
to

Commission File Number: 001-38003

RAMACO
RESOURCES, INC.

(Exact name of registrant as specified in its
charter)

    Delaware

    38-4018838

    (State
    or other jurisdiction

    of incorporation or organization)

    (I.R.S.
    Employer

    Identification No.)

    250 West
    Main Street, Suite 1800

    Lexington, Kentucky

    40507

    (Address
    of principal executive offices)

    (Zip
    Code)

(859) 244-7455

(Registrant’s telephone number, including
area code)

Securities registered pursuant to Section 12(b) of the Act:

    Title
    of each class

    Trading
    Symbol

    Name
    of each exchange on which registered on which registered

    Common
    Stock, $0.01 par value

    METC

    NASDAQ
    Global Select Market

    9.00%
    Senior Notes due 2026

    METCL

    NASDAQ Global
    Select Market

Securities registered pursuant to Section 12(g) of
the Act: None

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ¨    No  x

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ¨    No  x

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.   Yes  x    No  ¨

Indicate
by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files).   Yes x    No  ¨

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging
growth company” in Rule 12b-2 of the Ex