Correspondence 0001104659-23-010558 from Ramaco Resources, Inc. (METC)
Ramaco Resources, Inc.
Date: Feb. 3, 2023 · CIK: 0001687187 · Accession: 0001104659-23-010558
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File numbers found in text: 001-38003
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CORRESP
1
filename1.htm
February 3, 2023
VIA EDGAR
Irene Barberena-Meissner
Loan Lauren Nguyen
Division of Corporation Finance
Office of Energy & Transportation
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Ramaco Resources, Inc.
Amendment No. 2 to Preliminary Proxy Statement
on Schedule 14A
Filed November 23, 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 December 16, 2022,
with respect to the Company’s Revised Preliminary Proxy Statement on Schedule 14A, filed November 23, 2022 File no. 001-38003 (the
“Proxy Statement”).
Concurrently with the submission
of this letter, we are publicly filing Amendment No. 3 to the Proxy Statement (“Amendment No. 3”) in response
to the Staff’s comments. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Amendment
No. 3. For your convenience, each of the Staff’s comments is reprinted in bold below, followed by the Company’s responses
thereto.
Amendment No. 2 to Preliminary
Proxy Statement on Schedule 14A, filed on November 23, 2022
General
1. We note your revised disclosure prior to comment 1 and reissue the comment. Please expand your disclosures regarding the CORE
Assets and related businesses. We note your related disclosures on pages 4-12 of the amended registration statement on Form S-1 that you
filed concurrently with this revised preliminary proxy statement.
Response:
The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on pages 11 through 18 of Amendment No. 3.
Sincerely,
/s/ Randall W. Atkins
Name: Randall W. Atkins
Title: Chairman and Chief Executive Officer
cc: Matthew R. Pacey, P.C., Kirkland & Ellis LLP
Anthony L. Sanderson, Kirkland & Ellis LLP