United States securities and exchange commission logo





                             October 31, 2022

       Jeremy Sussman
       Chief Financial Officer
       Ramaco Resources, Inc.
       250 West Main Street, Suite 1800
       Lexington, Kentucky 40507

                                                        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

       Dear Jeremy Sussman:

              We have limited our review of your filings to the financial
statements and related
       disclosures 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       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.
   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
 Jeremy Sussman
FirstName LastNameJeremy  Sussman
Ramaco Resources, Inc.
Comapany
October 31,NameRamaco
            2022       Resources, Inc.
October
Page 2 31, 2022 Page 2
FirstName LastName
         tonnage or clarify in each instance that this resource quantity is
only the measured and
         indicated tonnage.
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.
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.
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.
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.
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.
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.
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.
 Jeremy Sussman
FirstName LastNameJeremy  Sussman
Ramaco Resources, Inc.
Comapany
October 31,NameRamaco
            2022       Resources, Inc.
October
Page 3 31, 2022 Page 3
FirstName LastName
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.
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.
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.
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.
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.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
 Jeremy Sussman
Ramaco Resources, Inc.
October 31, 2022
Page 4



      You may contact Robert Babula, Staff Accountant at (202) 551-3339, or Ken
Schuler,
Mine Engineer at (202) 551-3718, or Gus Rodriguez at (202) 551-3752 with any
questions.



FirstName LastNameJeremy Sussman                        Sincerely,
Comapany NameRamaco Resources, Inc.
                                                        Division of Corporation
Finance
October 31, 2022 Page 4                                 Office of Energy &
Transportation
FirstName LastName