Ramaco Resources Inc-A美股招股说明书(2025-07-23版)

PRELIMINARY PROSPECTUS SUPPLEMENT(to Prospectus dated September29, 2023) outstanding as of March31, 2025.We intend to use the net proceeds from this offering to redeem all of our outstanding 2026 Notes, of which $34.5 million aggregateprincipal amount is currently outstanding, together with any accrued and unpaid interest to the date of redemption, in accordance withthe optional redemption provisions of the base indenture and the first supplemental indenture and for general corporate purposes,including funding the acceleration of rare earth development, funding future investments, making capital expenditures and fundingworking capital. This prospectus supplement is not a notice of redemption for the 2026 Notes. For additional information, see “Use of Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to Per Note$ Proceeds, before expenses, to us(2)$$(1)See “Underwriting” for a description of all underwriting compensation payable in connection with this offering. (2)Lucid Capital Markets, LLC (“Lucid”), as representative of the underwriters, may exercise an option to purchase up to anadditional $aggregate principal amount of Notes offered hereby, within 30 days of the date of this prospectus supplement. Ifthis option is exercised in full, the total public offering price will be $, the total underwriting discount paid by us will be, and total proceeds to us, before expenses, will be approximately $. Joint Book-Running Managers Lucid Capital MarketsB. Riley SecuritiesJanney Montgomery ScottPiper SandlerWilliam Blair& Company, L.L.C. InspereXMuriel Siebert & CoTexas Capital Securities The date of this prospectus supplement is, 2025 trade to prevent a failed settlement. Purchasers of notes who wish to trade notes prior to the date that is one business day preceding thesettlement date should consult their own advisors. in this prospectus supplement and the documents incorporated by reference herein. Please carefully read and consider all of theinformation contained in this prospectussupplement and the accompanying prospectus, including the information described under the headings “Incorporation of Certain Information by Reference,” “Where You Can Find Additional Information,” and “Risk Factors” inthis prospectus supplement and under the headings “Incorporation of Certain Information by Reference,” “Where You Can FindAdditional Information,” and “Risk Factors” included in the accompanying prospectus, respectively, before investing in the Notes. Neither we nor the underwriters have authorized any dealer, salesman or other person to give any information or to make anyrepresentationother than those contained in or incorporated by reference into this prospectus supplement or theaccompanying prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Thisprospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of any offer to buyany security other than the Notes, nor do they constitute an offer to sell or a solicitation of an offer to buy any securities in anyjurisdiction or to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The informationcontained in or incorporated by reference into this prospectus supplement and the accompanying prospectus is accurate as of The Notes do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insureddepository institution, and are not federally insured by the Federal Deposit InsuranceCorporation, the Federal Reserve Boardor any other government agency.As used in this prospectus supplement, except as otherwise provided herein or unless the context otherwise requires:referencesto“we,”“us,”“our,”and the“Company,”unless the context requires otherwise,are to RamacoResources,Inc. and its consolidated subsidiaries; and Section27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section21E of the Securities Exchange Act of 1934, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans andobjectives of management are forward-looking statements. When used in this prospectus supplement, the words “could,” “believe,”“anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements,although not all forward-looking statements contain such identifying words. These forward-looking statements are based onmanagement’s current expectations and assumptions about future events and are based on currently available information as to theoutcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors andother cautionary s