Ramaco Resources Inc-A美股招股说明书(2025-07-24版)

interest to, but not including, the date of redemption, as described under “Description of Notes - Optional Redemption.” In addition,we may redeem the Notes, in whole, but not in part, at any time at our option, at a redemption price equal to 100% of the principalamount plus accrued and unpaid interest to, but not including, the date of redemption, upon the occurrence of certain change of control events, as described under “Description of Notes - Optional Redemption Upon Change of Control.” The Notes will be issued indenominations of $25.00 and in integral multiples thereof.The Notes will be our senior unsecured obligations, will rank equally with all of our existing and future senior unsecured indebtedness,including our 8.375% Senior Notes due 2029 (the “2029 Notes”) and 9.00% Senior Notes due 2026 (the “2026 Notes”) issued underan indenture, dated July13, 2021 between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “base indenture”), Notes issued and outstanding as of March31, 2025, and $57.5 million in aggregate principal amount of our 2029 Notes issued andoutstanding 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 or We intend to apply to list the Notes on the Nasdaq Global Select Market (“Nasdaq”). If approved for listing, trading on Nasdaq is Per NoteTotal additional $8,000,000 aggregate principal amount of Notes offered hereby, within 30 days of the date of this prospectussupplement. If this option is exercised in full, the total public offering price will be $65,000,000, the total underwriting discount paid by us will be $2,275,000, and total proceeds to us, before expenses, will be approximately $62,725,000.(3)Total expenses of the offering payable by us, excluding underwriting discounts and commissions and the Structuring Fee (asdefined in “Underwriting”) are estimated to be $600,000. Company for the accounts of its participants, on or about July 31, 2025.Joint Book-Running Managers Lucid Capital MarketsB. Riley SecuritiesJanney Montgomery Scott Incorporation of Certain Information by ReferenceWe expect that delivery of the notes will be made against payment therefor on or about the closing date specified on the cover pageofthis prospectus supplement, which will be the fifth business day following the date of this prospectus supplement. This settlementcycle is referred to as “T+5.” Under Rule15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), tradesin the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree to the securities described in this prospectussupplement, which registration statement was declared effective on September29, 2023. which gives more general information and disclosure. To the extent the information contained in this prospectus supplement differsfrom or is additional to the information contained in the accompanyingprospectus, you should rely only on the information containedin 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 theheadings “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. any 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 ofthe dates on their respective covers. Our financial condition, results of operations and prospects may have changed since thosedates. To the extent required by law, we will amend or supplement the information contained in or incorporated by referenceint