S-8

As filed with the Securities and Exchange Commission on June 2, 2022

Registration No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RAMACO RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	38-4018838(I.R.S. Employer Identification No.)
250 West Main Street, Suite 1800 Lexington, Kentucky (Address of Principal Executive Office)	40507 (Zip Code)

RAMACO RESOURCES, INC. LONG-TERM INCENTIVE PLAN

(Full title of the plan)

Randall W. Atkins
Chairman and Chief Executive Officer
250 West Main Street, Suite 1800
Lexington, Kentucky 40507

(Name and address of agent for service)

(859) 244-7455
(Telephone number, including area code, of agent for service)

Copies to:

Matthew Pacey, P.C.

Kirkland & Ellis LLP
609 Main Street
Houston, TX 77002
(713) 836-3600

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 Exchange Act.

Large accelerated filer ¨ Non-accelerated filer x	Accelerated filer ¨ Smaller reporting company x Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  x

EXPLANATORY NOTE

This registration statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-215913) of the Registrant is effective. The information contained in the Registrant’s registration statement on Form S-8 (File No. 333-215913) is hereby incorporated by reference pursuant to General Instruction E to Form S-8.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the Registrant hereby incorporates by reference into this registration statement the following documents:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission (the “Commission”) on April 1, 2022;

(b) The Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2022, filed with the Commission on May 13, 2022;

(c) The Registrant’s Current Report on Form 8-K filed with the Commission on January 3, 2022, January 24, 2022, February 2, 2022, February 3, 2022, February 16, 2022, February 24, 2022, April 20, 2022 and April 29, 2022 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K and any related exhibit); and

(d) The description of the Common Stock contained in the Registrant’s Form 8-A (File No. 001-38003) filed with the SEC on January 31, 2017, as updated by the prospectus filed pursuant to Rule 424(b) of the Securities Act with the SEC on February 6, 2017.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 8. Exhibits.

The following is a list of exhibits filed as part of this registration statement, which are incorporated herein:

Exhibit
Number	Description
4.1	Amended and Restated Certificate of Incorporation of Ramaco Resources, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8 K (File No. 001 38003) filed with the Commission on February 14, 2017).
4.2	Amended and Restated Bylaws of Ramaco Resources, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8 K (File No. 001 38003) filed with the Commission on February 14, 2017).
4.3	Amendment No. 1 to the Amended and Restated Bylaws of Ramaco Resources, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 001-38003) filed with the Commission on December 15, 2020).
4.4	Ramaco Resources, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S 8 (File No. 333 215913) filed with the Commission on February 6, 2017).
4.5	First Amendment to Ramaco Resources, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on February 2, 2022).
5.1*	Opinion of Kirkland & Ellis LLP.
23.1*	Consent of Crowe LLP.
23.2*	Consent of Weir International, Inc.
23.3*	Consent of True Line, Inc.
23.4*	Consent of Briggs & Veselka Co.
23.5*	Consent of Kirkland & Ellis LLP (included in the opinion filed as Exhibit 5.1 to this registration statement).
24.1*	Power of Attorney (included on the signature page of this registration statement).
107*	Calculation of Filing Fee Tables

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lexington, State of Kentucky, on June 2, 2022.

RAMACO RESOURCES, INC.
By:	/s/ Randall W. Atkins
	Name:	Randall W. Atkins
	Title	Chairman, Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below authorizes and appoints Randall W. Atkins and Jeremy R. Sussman, and each of them, either of whom may act without the joinder of the other, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or agents, or their substitute or substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement and the above Power of Attorney have been signed below by the following persons in the capacities indicated on June 2, 2022.

Signature	Title
/s/ Randall W. Atkins	Chairman, Chief Executive Officer and Director
Randall W. Atkins	(Principal Executive Officer)
/s/ Jeremy R. Sussman	Chief Financial Officer
Jeremy R. Sussman	(Principal Financial Officer)
/s/ John C. Marcum	Chief Accounting Officer
John C. Marcum	(Principal Accounting Officer)
/s/ Bryan H. Lawrence	Director
Bryan H. Lawrence
/s/ Richard M. Whiting	Director
Richard M. Whiting
/s/ Patrick C. Graney, III	Director
Patrick C. Graney, III
/s/ C. Lynch Christian III	Director
C. Lynch Christian III
/s/ Peter Leidel	Director
Peter Leidel
/s/ Aurelia Skipwith Giacometto	Director
Aurelia Skipwith Giacometto
/s/ David E. K. Frischkorn, Jr.	Director
David E. K. Frischkorn, Jr.
/s/ E. Forrest Jones, Jr.	Director
E. Forrest Jones, Jr.

EX-5.1

Exhibit 5.1

 

609 Main Street

Houston, TX 77002

United States

+1 713 836 3600

www.kirkland.com

June 2, 2022

Ramaco Resources, Inc.

250 West Main Street, Suite 1800

Lexington, Kentucky

Ladies and Gentlemen:

We are issuing this opinion in our capacity as special counsel to Ramaco Resources, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-8 (as amended or supplemented, the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about the date hereof. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), by the Company of the offer and sale of an aggregate of up to 5,000,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “common stock”) that may be issued from time to time pursuant to the Ramaco Resources, Inc. Long-Term Incentive Plan (as amended from time to time, the “Plan”).

In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the corporate and organizational documents of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the Registration Statement, (iii) the Plan, and (iv) the Registration Statement and the exhibits thereto.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of the officers and other representatives of the Company.

We have relied without independent investigation upon, among other things, an assurance from the Company that the number of shares of common stock that the Company is authorized to issue pursuant to its charter exceeds the number of shares of common stock outstanding and the number of shares of common stock that the Company is obligated to issue (or had otherwise reserved for issuance) for any purposes by at least the number of Shares, and we have assumed that such condition will remain true at all future times relevant to this opinion.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

Our opinion expressed above is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware.

Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the sale of the Shares.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof, and we assume no obligation to revise or supplement this opinion after the date of effectiveness should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise after the date hereof.

This opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

Sincerely,

/s/ Kirkland & Ellis LLP

Kirkland & Ellis LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Ramaco Resources, Inc. of our report dated March 31, 2022 relating to the consolidated financial statements for the year ended December 31, 2021, which report appears in the Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ Crowe LLP

Crowe LLP

Houston, Texas

June 2, 2022

EX-23.2

Exhibit 23.2

June 2, 2022

Consent of Weir International, Inc.

Weir International, Inc., as independent mining engineers and geologists, hereby consents to the use by Ramaco Resources, Inc. (the “Company”) of information contained in our Industry Guide 7 compliant reserve studies relating to the proven and probable coal reserves of the Company’s Berwind, RAM Mine, Knox Creek and Elk Creek properties in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (and any amendments thereto) and incorporation by reference of such information in this Registration Statement on Form S-8. We also consent to the reference to Weir International, Inc. in those filings and any amendments thereto.

Weir International, Inc.

/s/ Fran Taglia

Fran X. Taglia

President

EX-23.3

Exhibit 23.3

CONSENT OF TRUE LINE, INC.

True Line, Inc., as independent mining engineers, hereby consents to the use by Ramaco Resources, Inc. (the “Company”) of information contained in our reserves and resource studies relating to the proven and probable coal reserves of the Company’s Berwind, RAM Mine, Knox Creek and Elk Creek properties in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (and any amendments thereto) and incorporation by reference of such information in the Company’s Registration Statement on Form S-8. We also consent to the reference to True Line, Inc. in that filing and any amendments thereto.

TRUE LINE, INC.

/s/ Jim Corner

Jim Corner, PE, PS

June 2, 2022

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Ramaco Resources, Inc. of our report dated February 18, 2021, with respect to the consolidated balance sheets of Ramaco Resources, Inc. as of December 31, 2020, and the related consolidated statements of operations, equity, and cash flows for each of the years in the two-year period ended December 31, 2020, which report appears in the Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ Briggs & Veselka Co.

Briggs & Veselka Co.

Houston, Texas

June 2, 2022

EX-FILING FEES

EXHIBIT 107

Calculation of Filing Fee Tables

S-8

(Form Type)

RAMACO RESOURCES, INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.01 per share	Other	5,000,000(1)	$	15.12(2)	$	75,600,000	$92.70 per $1,000,000	$	7,008.12
Total Offering Amounts						$	75,600,000		$	7,008.12
Total Fee Offsets									$	0
Net Fee Due									$	7,008.12

(1)       Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares of common stock, par value $0.01 per share (the “Common Stock”), of Ramaco Resources, Inc. (the “Registrant”) issuable with respect to the shares being registered hereunder by reason of any stock splits, stock dividends, recapitalization, anti-dilution provisions or other similar transaction. No additional registration fee is included for such additional shares.

(2)       Estimated solely for the purpose of computing the registration fee, pursuant to Rule 457(c) and (h) under the Securities Act, the offering price of the shares is based on the average of the high and low prices of a share of Common Stock as reported on the NASDAQ Global Select Market on May 26, 2022 (high of $15.44 and low of $14.80).