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CORRESP
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CORRESP

 Ramaco Resources, Inc.

250 West Main Street, Suite 210

Lexington, Kentucky 40507

 Via EDGAR

January 12, 2017

 John Reynolds

Assistant Director

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3561

Re:
Ramaco Resources, Inc.

Registration Statement on

Form S-1 File No. 333-215363

Ladies and Gentlemen:

 Pursuant to discussions
with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), Ramaco Resources, Inc. (the “Company,” “we,” “us” or “our”)
hereby confidentially submits its currently expected offering terms of the initial public offering (the “Offering”) of common stock, par value $0.01 per share (the “Common Stock”), including the bona fide price range pursuant to
Item 501(b)(3) of Regulation S-K, the number of shares of Common Stock to be offered, the estimated net proceeds the Company expects to receive from the Offering and the total number of shares of Common Stock
to be outstanding after the Offering. The Company expects that these pricing terms will be included in a future amendment to the Registration Statement on Form S-1, File
No. 333-215363 (the “Registration Statement”).

 The Offering terms are a bona fide
estimate of the range of the minimum and maximum offering price and the maximum number of securities to be offered as of January 12, 2017. Should the bona fide estimates of these terms change, the figures presented in future amendments to the
Registration Statement may increase or decrease.

 The Company proposes to price the Offering with a bona fide price range of $12.00 to
$15.00 per share of Common Stock, with a midpoint of $13.50 per share. In the Offering, the Company proposes to sell up to 3,800,000 shares of Common Stock and the selling stockholders named in the Registration Statement agree to sell up to
2,200,000 shares of Common Stock. The selling stockholders have granted the underwriters a 30-day option to purchase up to an aggregate of additional 900,000 shares of Common Stock to cover over-allotments. As
discussed with members of the Staff, this range is initially being provided for your consideration by correspondence due to the Company’s, the selling stockholders’ and the underwriters’ concern regarding providing such information in
advance of the launch of the Offering given recent market volatility, as well as our desire to provide all information necessary for the Staff to complete its review on a timely basis.

 Additionally, the Company is enclosing its proposed marked copy of those pages of the
Registration Statement that will be affected by the offering terms set forth herein. These marked changes will be incorporated into a future amendment to the Registration Statement. The Company seeks confirmation from the Staff that it may launch
its Offering with the price range specified herein and include such price range in a future filing of the Registration Statement.

 Please
direct any questions that you have with respect to the foregoing to Douglas E. McWilliams of Vinson & Elkins L.L.P. at (713) 758-3613 or Julian J. Seiguer of the same firm at (713) 758-2790.

Very truly yours,

RAMACO RESOURCES, INC.

By:

 /s/ Randall W. Atkins

Name:

Randall W. Atkins

Title:

Executive Chairman

 Enclosures

cc:
Michael D. Bauersachs, Ramaco Resources, Inc.

Douglas E. McWilliams, Vinson & Elkins L.L.P.

Julian J. Seiguer, Vinson & Elkins L.L.P.

  As filed with the Securities and Exchange Commission on
January     , 2017

  Registration No. 333-215363

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  Amendment
No. 2

  to

Form S-1

 REGISTRATION
STATEMENT

 UNDER

THE SECURITIES ACT OF 1933

 Ramaco
Resources, Inc.

 (Exact name of registrant as specified in its charter)

Delaware

1220

38-4018838

 (State or other jurisdiction of

incorporation or organization)

 (Primary Standard Industrial

Classification Code Number)

 (IRS Employer

Identification Number)

 250 West Main Street, Suite 210

Lexington, Kentucky 40507

859-244-7455

 (Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 Randall W.
Atkins

 Executive Chairman

250 West Main Street, Suite 210

Lexington, Kentucky 40507

859-244-7455

 (Name,
address, including zip code, and telephone number, including area code, of agent for service)

 Copies to:

 Douglas E. McWilliams

Julian J. Seiguer

 Vinson
& Elkins L.L.P.

 1001 Fannin Street, Suite 2500

Houston, Texas 77002

 (713)
758-2222

 Matthew R. Pacey

Justin F. Hoffman

 Kirkland
& Ellis LLP

 600 Travis Street, Suite 3300
Houston, Texas 77002

(713) 835-3600

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date
of this Registration Statement.

 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ☐

 If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.  ☐

 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒  (Do not check if a smaller reporting company)

Smaller reporting company

☐

CALCULATION OF REGISTRATION FEE

 Title of Each Class of

Securities to be Registered

Amount to be
Registered(1)

Proposed Maximum
Offering Price Per
Share(2)

 Proposed Maximum

Aggregate Offering
Price(1)(2)

Amount of
Registration Fee(3)

 Common stock, par value $0.01 per share

6,900,000

$15.00

$103,500,000

$11,995.65

(1)
Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes 900,000 additional shares of common stock that the underwriters have the option to purchase.

(2)
Estimated solely for the purpose of calculating the registration fee.

(3)
The registrant previously paid $11,590 of the total registration fee in connection with a previous filing of this Registration Statement.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration
Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 The information in this preliminary prospectus is not complete and may be changed. The
securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to
buy these securities, in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY     , 2017

6,000,000 Shares

 Ramaco Resources, Inc.

Common Stock

  This is the
initial public offering of the common stock of Ramaco Resources, Inc., a Delaware corporation. Prior to this offering, there has been no public market for our common stock. We are selling 3,800,000 shares of common stock and the selling
stockholders are selling 2,200,000 shares of common stock. We will not receive any proceeds from the shares of common stock sold by the selling stockholders.

The initial public offering price of the common stock is expected to be between $12.00 and $15.00 per share. We have applied to list our
common stock on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “METC.”

 To the extent that the
underwriters sell more than 6,000,000 shares of common stock, the underwriters have the option to purchase, exercisable within 30 days from the date of this prospectus, up to an additional 900,000 shares from the selling stockholders at the public
offering price less the underwriting discount and commissions.

  We are an “emerging growth company” as that term is used in
the Jumpstart Our Business Startups Act of 2012, and as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. See “Risk Factors” and “Prospectus
Summary—Emerging Growth Company.”

 Investing in
our common stock involves risks. See “Risk Factors” on page 18.

Price to
Public

Underwriting
Discounts and
Commissions

Proceeds,
before
expenses, to
Issuer

Proceeds to
Selling
Stockholders

 Per Share

$

$

$

$

 Total

$

$

$

$

  The underwriters expect to deliver the shares of common stock against payment on or about
            , 2017.

  Neither the Securities and Exchange Commission nor
any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Credit Suisse

Jefferies

BMO Capital Markets

            Clarksons Platou Securities

Seaport Global Securities

The date of this prospectus is
                    , 2017

 PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. You should read the entire prospectus carefully,
including the information under the headings “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and the financial statements and the notes to those financial statements appearing elsewhere in this prospectus. The information presented in this prospectus assumes (i) an initial public offering price of $13.50 per common share (the midpoint
of the price range set forth on the cover of this prospectus), (ii) unless otherwise indicated, that the underwriters do not exercise their option to purchase additional shares of common stock and (iii) unless otherwise indicated, the options
held by Atkins and Bauersachs exerciseable for an aggregate of 937,424 shares of our common stock are not exercised.

  Ramaco
Inc. is the issuer in this offering. Ramaco Development is our predecessor for financial reporting purposes. Accordingly, our historical financial statements are those of Ramaco Development. All references in this prospectus to tons refer to short
tons, unless otherwise indicated.

 Our Company

Overview

 We are a developer of
high-quality, low-cost metallurgical coal in central and southern West Virginia, southwestern Virginia, and southwestern Pennsylvania. We have a near-term development portfolio of four long-lived projects: Elk
Creek, Berwind, RAM Mine and Knox Creek, which with our current cash and investments, expected net proceeds from this offering and projected cash flow from operations, will be fully financed through 2020. We believe each of these projects possesses
geologic and logistical advantages that will make our coal among the lowest delivered-cost U.S. domestic metallurgical coal to a majority of our domestic target customer base, U.S.-based blast furnace steel
mills and U.S.-based coke plants, as well as international metallurgical coal consumers.

 We expect to achieve initial commercial
production of metallurgical coal in the first quarter of 2017. We expect this to result in annual production of 1.1 million clean tons of metallurgical coal in 2017, 2.8 million clean tons in 2018 and full production of 4.4 million clean
tons in 2022. Please see “Business—Production Forecast Detailed Summary.” Additionally, we anticipate that the incidental production of thermal coal will generate up to 10% of our tons sold during 2017 and 2018, and we may consider
increasing our thermal coal operations in the future. We believe that we will be able to take advantage of recent increases in U.S. and global benchmark metallurgical coal prices and intend to opportunistically increase the amount of our projected
production that is directed to the export market to capture favorable differentials between domestic and global benchmark prices.

 Metallurgical Coal
Industry

 Metallurgical coal is used to make metallurgical coke (“coking coal”), a key input in the blast furnace steelmaking
process, as well as coal for pulverized coal injection (“PCI coal”), which is injected into blast furnaces as a supplemental source of energy. As reported by the U.S. Energy Information Administration (“EIA”), in 2015 the U.S.
supplied about 66 million tons of metallurgical coal to serve North American customers as well as the seaborne export coal market. According to EIA, in 2015 U.S. producers supplied about 18.6 million tons of coking coal to the domestic U.S. market,
as well as 4.3 million tons of metallurgical coal exported to Canada and 0.4 million tons exported to Mexico. Despite the fact that western Canada is a large producer of metallurgical coal, the coal used by steel mills in eastern Canada is largely
supplied by U.S. metallurgical coal producers. U.S. metallurgical coal primarily is produced from underground mines located in the Northern Appalachia, Central Appalachia, and Southern Appalachia coal basins, all located in the eastern United
States. Due to logistical advantages, North American metallurgical coal producers supply all of the requirements of the North American steel industry as imported coal has historically been uneconomic due to transportation costs. Supply in excess of
what can be consumed in the U.S. and Canada is exported to the seaborne market.

 3

 Our Competitive Strengths

We believe that we are well-positioned to successfully execute our business strategies because of the following competitive strengths:

•

Pure-play metallurgical coal producer with high quality, long-lived reserves. We believe that, upon commencing production in the first quarter of 2017, we will be one of the few pure-play metallurgical
coal producers in the U.S. As of December 2016, we control, either by lease or preferential rights to lease, a reserve base of approximately 237.0 million tons of attractive high, mid and low volatile metallurgical coal supporting an identified mine
plan across our portfolio well in excess of 20 years.

•

Advantaged geology and logistics will enable us to be one of the lowest cost U.S. metallurgical coal producers. Our reserves present advantaged geologic characteristics such as relatively thick coal seams
at our deep mines, low effective mining ratio at our surface mines, and desirable metallurgical coal quality. Furthermore, a majority of our coal seams are accessible near, or above, drainage, thereby reducing up-front development costs. These
characteristics contribute to a production profile that we believe will contribute to a cash cost of production substantially below most U.S. domestic metallurgical coal producers. In addition, our mines are strategically