Ramaco Resources Inc-A美股招股说明书(2025-08-07版)

ClassA Common Stock We are offering 10,666,667 shares of our ClassA common stock, par value $0.01 per share. Our ClassA common stock is listed on the Nasdaq Global Select Market under the symbol “METC.” On August4, 2025, the lastreported sale price of our ClassA common stock on the Nasdaq was $21.80 per share. The selling stockholders identified in this prospectus supplement have granted the underwriters the right to purchase, within 30days ofthe date of this prospectus supplement and at the public offering price less underwriting discount, an additional 1,600,000 shares ofClassA common stock. See “Underwriting”. We will not receive any of the proceeds from the sale of any shares of ClassA commonstock by the selling stockholders upon any such exercise. Investing in shares of our ClassA common stock involves a high degree of risk. Before buying any shares ofour ClassA common stock, you should carefully consider the risks that we have described in “Risk Factors”beginning on pageS-9of this prospectus supplement and the risk factors under the heading “Risk Factors”contained in PartI, Item1A in our Annual Report onForm 10-K for the year ended December31, 2024andPartII, Item1A in our Quarterly Reports onForm 10-Q for the quarters ended March31, 2025andJune30,2025, each of which is incorporated by reference into this prospectus supplement. Neither the United States 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 or the accompanyingprospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of ClassA common stock to purchasers on or about August 7, 2025, only in book-entryform through the facilities of The Depository Trust Company. Joint Lead Bookrunning Managers Morgan Stanley August 5, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which contains the terms of thisoffering of ClassA common stock. The second part is the accompanying prospectus dated August 5, 2025,which was originally filed as part of a Registration Statement on Form S-3 that we filed with the SEC. Theaccompanying prospectus gives more general information about us, some of which may not apply to thisoffering. This prospectus supplement may add to, update or change the information in the accompanying prospectus.Ifinformation in this prospectus supplement is inconsistent with information in the accompanyingprospectus, this prospectus supplement will apply and will supersede that information in the accompanyingprospectus. It is important for you to read and consider all information contained in this prospectus supplement and theaccompanying prospectus (and any free writing prospectus prepared by us or on our behalf in connectionwith this offering) in making your investment decision. You should also read and consider the informationin the documents to which we have referred you under “Where You Can Find Additional Information” inthis prospectus supplement. We have not, and the selling stockholders and underwriters have not, authorized anyone to provide you withany information other than that contained in this prospectus supplement and the accompanying prospectus(and any free writing prospectus prepared by us or on our behalf in connection with this offering). We donot, and the selling stockholders and underwriters do not, take any responsibility for, and can provide noassurances as to, the reliability of any information that others may provide you. The information in thisprospectus supplement and the accompanying prospectus (and any free writing prospectus prepared by us oron our behalf in connection with this offering) and the documents incorporated by reference herein andtherein is accurate only as of their respective dates or such earlier date of any such information as may bestated therein. Our business, financial condition, results of operations, cash flows and prospects may havechanged since those dates. Neither the delivery of this prospectus supplement and the accompanyingprospectus, nor any sale made hereunder, shall under any circumstances create any implication that therehas been no change in our affairs since those dates, or that such information is correct as of any time afterthose dates. These shares of ClassA common stock are being offered for sale only in jurisdictions where it is lawful tomake such offers. The distribution of this prospectus supplement and the accompanying prospectus and theoffering of the ClassA common stock in certain jurisdictions may be restricted by law. Persons outside theUnited States who receive this prospectus supplement and the accompanying prospectus should informthemselves about and observe any such restrictions. This prospectus supplement and the accompanyingprospectus do not constitute an offer, or an