May 6,
2019
United
States Securities and Exchange Commission
Division
of Corporate Finance
REF:
Response Letter to SEC comment letter Dated May 3,
2019
American Resources
Corporation
Registration
Statement on Form S-3
Filed
April 9, 2019
File
No. 333-230786
Dear
Sir or Madam,
With
respect to the above-referenced comment letter, please see our
responses below, in-line with each of your comments and/or
questions.
Form S-3 filed April 9, 2019
General
1. We
note that you untimely filed an Item 2.01 Form 8-K more than four
business days after the closing of the acquisition being reported
(See General Instruction B.1 of Form 8-K). As a result, it does not
appear that you satisfy the registrant requirement of General
Instruction I.A.3(b) of Form S-3. Please amend your filing to
convert to a Form S-1.
Response: Within our Form S-1 Registration Statement filed on
February 14, 2019, the terms of the Empire transaction were
disclosed on page F-13. The agreements for the transaction were
included as exhibits 10.18 Merger Agreement and 10.19 Share
Exchange Agreement. The closing of the referenced agreements was
contemplated to happen no later than February 20, 2019. The Merger
Agreement along with the underlying Asset Purchase Agreement were
closed on February 20, 2019 and disclosed timely in a Form 8-K
filed on February 22, 2019 as exhibits 99.1 and 99.2
respectively.
Under General Instruction B.1 of Form 8-K, disclosure of the Merger
Agreement and Asset Purchase Agreement dated February 20, 2019 were
timely filed within the 4-day window on February 22,
2019.
Under Item 2.01, Completion of Acquisition or Disposition of Assets
only applies to transactions that are themselves completed, and as
the instructions state, ‘if the registrant or any of its
majority-owned subsidiaries has completed the acquisition or
disposition of a significant amount of assets.’ As the
transaction was finalized on February 20, 2019 the 8-K was filed
within the 4-day window on February 22, 2019.
Because the above referenced transaction was filed timely under 8-K
General Instruction B.1, the Company believes it is eligible for
Form S-3 registration under General Instruction
I.A.3(b).
Further, in an effort to clarify the wording in the originally
filed Form 8-K, we will file an amended Form 8-K stating that the
agreements were entered into on February 12, 2019 and closed on
February 20, 2019 and update the date of the reportable event to
February 20, 2019.
After
review of the responses, please let us know if you have additional
questions or comments.
/s/ Thomas Sauve
Thomas
Sauve
President
American Resources Corporation ● www.AmericanResourcesCorp.com
P.O. Box 606 ● Fishers, IN ● 46038