CORRESP 1 filename1.htm

 

 

 

September 27, 2023

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

 

Attention: Anuja A. Majmudar

 

  Re: Ramaco Resources, Inc.
    Registration Statement on Form S-1
    Filed September 1, 2023
    File No. 333-274324

 

Ladies and Gentlemen:

 

This letter sets forth the responses of Ramaco Resources, Inc. (the “Company”) to the comment letter, dated September 26, 2023, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Registration Statement on Form S-3 filed on September 1, 2023 (the “Registration Statement”). Concurrently with the submission of this letter, we are publicly filing Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”).

 

For your convenience, each of the Staff’s comments is reprinted in bold below, followed by the Company’s responses thereto.

 

General

 

Cover Page

 

1. We note your debt securities may be issued pursuant to a subordinated debt indenture that you will enter into with Wilmington Savings Fund Society, FSB, as trustee. Please file the form of subordinated indenture as a separate exhibit to the registration statement in order to qualify the indenture as required by Section 309(a)(1) of the Trust Indenture Act of 1939.

 

RESPONSE:The form of subordinated indenture has been filed as an exhibit to the Amended Registration Statement.

 

*      *      *

 

* * *

 

  Sincerely,
   
  /s/ Randall W. Atkins
  Name: Randall W. Atkins
  Title: Chairman and Chief Executive Officer

 

 

 

 

United States Securities and Exchange Commission

September 27, 2023

Page 2

 

cc: Ralph V. De Martino, ArentFox Schiff LLP
  Cavas S. Pavri, ArentFox Schiff LLP