Ramaco Resources (METC) S-1/AIPO registration (amended)

As filed with the Securities and Exchange Commission on March 20, 2023

No. 333-267152

The information in this preliminary prospectus is not complete and may be changed. We may not distribute these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where an offer or sale is not permitted.

Ramaco Resources, Inc.

shares of

Class B Common Stock

This prospectus is being furnished in connection with the distribution by Ramaco Resources, Inc. (the “Company”) to holders of existing common stock, par value $0.01 (the “existing common stock”), of shares of Class B common stock, par value $0.01 per share (the “Class B common stock”). Concurrent with the Distribution (as defined below) the existing common stock will be reclassified as shares of Class A common stock, par value $0.01 per share (the “Class A common stock”), pursuant to our Second Amended and Restated Certificate of Incorporation approved by our stockholders on             , 2023 (the “Amended Charter”). The Class B common stock would be a newly authorized and issued series of common stock of the Company that we anticipate will pay a dividend based on the separate economic performance of the CORE Assets (as defined herein). We refer to the businesses associated with these assets, collectively as “CORE,” which is an abbreviation for “Carbon Ore-Rare Earth.” Holders of Class B common stock are common stockholders of the Company and will not have any legal rights related to the CORE Assets. Please see “Risk Factors—Holders of Class B common stock are common stockholders of the Company and, therefore, are subject to risks associated with an investment in the Company as a whole, even if a holder does not own shares of Class A common stock.” We refer to the Class B common stock as the “securities” in this prospectus and the Class A common stock and Class B common stock collectively as the “common stock” in this prospectus.

Shares of our Class B common stock will be distributed to holders of existing common stock of record as of the close of business, New York City time, on             , 2023, which will be the record date. Each such holder will receive 0.2 shares of Class B common stock for every one share of existing common stock held on the record date (with cash in lieu of any fractional share interests). We refer to this distribution of securities as the “Distribution.” The Distribution is subject to the charter amendment proposal (as defined herein), which will be effective at New York City time, on              , 2023. For Company stockholders who own existing common stock in registered form, in most cases the transfer and distribution agent will credit their shares of Class B common stock to their book entry accounts. Our transfer and distribution agent will send these stockholders a statement reflecting their Class B common stock ownership shortly after                , 2023. For stockholders who own existing common stock through a broker or other nominee, their shares of Class B common stock will be credited to their accounts by the broker or other nominee.

Company stockholders will not be required to pay for shares of our Class B common stock received in the Distribution, or to surrender or exchange shares of existing common stock in order to receive our Class B common stock, or to take any other action in connection with the Distribution.

Our existing common stock is listed on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “METC.” We intend to apply to list our Class B common stock on the NASDAQ under the symbol “METCB.”

Investing in the securities involves risks that are described in the “Risk Factors” section beginning on page 19 of this prospectus and in the documents incorporated by reference herein.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is               , 2023.

TABLE OF CONTENTS

Page

ABOUT THIS PROSPECTUS

Under this prospectus, we are registering                  shares of our Class B common stock to be distributed to holders of our existing common stock. You should rely only on the information provided or incorporated by reference in this prospectus or any applicable prospectus supplement. We are not making an offer to sell these securities in any jurisdiction where the offer or sale of these securities is not permitted. You should not assume that the information appearing in this prospectus or any applicable prospectus supplement or the documents incorporated by reference herein or therein is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates. You should carefully read the entirety of this prospectus and any applicable prospectus supplement, as well as the documents incorporated by reference in this prospectus and any applicable prospectus supplement, before making an investment decision. You should also read and consider the information in the documents we have referred you to in the sections of this prospectus entitled “Incorporation of Certain Information by Reference” and “Where You Can Find Additional Information.”

In this prospectus, unless otherwise specified or the context requires otherwise, we use the terms “Ramaco Resources,” “Company,” “we,” “us” and “our” to refer to Ramaco Resources, Inc. and its consolidated subsidiaries.

RISK FACTORS

Investment in our securities involves a high degree of risk. You should carefully consider the risks described in the section “Risk Factors” contained in our Annual Report, and our subsequent quarterly reports on Form 10-Q, which are incorporated by reference in this prospectus in their entirety, as well as other information in this prospectus, any accompanying prospectus supplement and other documents that are incorporated by reference herein or therein, before purchasing any securities offered hereby. Each of the risks described could materially adversely affect our business, financial condition, results of operations, or ability to make distributions to our stockholders. In such case, you could lose all or a portion of your original investment. See “Where You Can Find Additional Information” beginning on page 53 of this prospectus.

Risks Related to our Proposed Tracking Stock Structure

Holders of Class B common stock are common stockholders of the Company and, therefore, are subject to risks associated with an investment in the Company as a whole, even if a holder does not own shares of Class A common stock.

Even though we have attributed, for financial reporting purposes, CORE to the Class B common stock in order to prepare the separate financial statement schedules included in this prospectus, we will retain legal title to all of our assets and our tracking stock capitalization will not limit our legal responsibility, or that of our subsidiaries, for the liabilities included in any set of financial statement schedules. Holders of Class B common stock will not have any legal rights related to specific assets attributed to CORE and, in any liquidation, holders of Class B common stock and Class A common stock will be entitled to receive a pro rata share of our available net assets based on their respective numbers of shares. See “Description of Common Stock—Class A and Class B Common Stock—Liquidation Rights.”

Our Board’s ability to reattribute businesses, assets and expenses between the Class A common stock and Class B common stock may make it difficult to assess the future prospects of a class of common stock based on past performance.

Our Board currently expects to attribute 100% of the costs associated with the CORE Assets to Ramaco Resources and zero such costs to CORE; however, our Board is vested with discretion to reattribute businesses, assets and liabilities that are attributed to one class of common stock to another class of common stock, without the approval of any of our stockholders. Any such reattribution made by our Board, as well as the existence, in and of itself, of the right to effect a reattribution may impact the ability of investors to assess the future prospects of the businesses and assets attributed to a class of common stock, including liquidity and capital resource needs to pay the projected dividend to holders of our Class B common stock, based on past performance. Stockholders may also have difficulty evaluating the liquidity and capital resources of the businesses and assets attributed to each class of common stock based on past performance, as our Board may use the liquidity of one class to fund the liquidity of another class and capital expenditure requirements through the use of loans and interests between classes. See “Cash Dividend Policy and Restrictions on Dividends” for additional information.

We could be required to use assets attributed to one class of common stock to pay liabilities attributed to another class.

The assets attributed to one class are potentially subject to the liabilities attributed to another class, even if those liabilities arise from lawsuits, contracts or indebtedness that are attributed to such other class. No provision of our Amended Charter prevents us from satisfying liabilities of one class with assets of another class, and our creditors will not in any way be limited by our tracking stock capitalization from proceeding against any assets they could have proceeded against if we did not have a tracking stock capitalization. See “Cash Dividend Policy and Restrictions on Dividends” for additional information.

Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods.

We will not pay any dividends on our Class B common stock before the Distribution, which we estimate will occur in the second quarter of 2023. Any references to cash available for dividend payments for periods prior to the Distribution are strictly intended for illustrative purposes only. Our ability to pay dividends is subject to the discretion of our Board, the requirements of applicable law, any statutory or contractual restrictions on the payment of dividends, any prior rights and preferences that may be applicable to any outstanding preferred stock and commercial factors, whether or not attributable to the CORE Assets. We may lack sufficient cash to pay dividends to our Class B stockholders due to cash flow shortfalls attributable to a number of factors, many of which are beyond our control, as well as increases in corporate level general and administrative expenses, principal and interest payments on our outstanding debt, tax expenses, working capital requirements and anticipated cash needs. The timing and amount of dividends declared in future periods will depend on, among other things, (a) our earnings, earnings outlook, production, processing and shipping levels, financial condition, cash flow, cash requirements and our outlook on current and future market conditions, (b) our overall liquidity, (c) the restrictive covenants in the Credit Agreement and any future debt instruments that we may enter into and (d) provisions of applicable law governing the dividends. We have not established a minimum dividend payment for any class of our Common Stock, including our Class B common stock. Further our ability to pay and the amount of dividends declared in future periods may be harmed by other risk factors described herein and incorporated by reference herein. Our ability to pay dividends may fluctuate materially from quarter to quarter, and any quarterly estimate is subject to uncertainty due to the factors described above and elsewhere herein. See “Cautionary Note Regarding Forward-Looking Statements.” There are no assurances on our ability to pay dividends in the future.

The market price of the Class B common stock may not reflect the performance of CORE attributed to it, as we intend.

We cannot assure you that the market price of the Class B common stock related to CORE will, in fact, reflect the performance of CORE attributed to it. Holders of Class B common stock will be common stockholders of the Company as a whole and, as such, will be subject to all risks associated with an investment in the Company and all of our businesses, assets and liabilities. As a result, the market price of Class B common stock may, in part, reflect events that are intended to be reflected by the Class A common stock of the Company. In addition, investors may discount the value of Class B common stock because it is part of a common enterprise rather than a stand-alone entity.

The market price of the Class B common stock may be volatile, could fluctuate substantially and could be affected by factors that do not affect traditional common stock.

We do not know how the market will react to the Distribution. In addition, to the extent the market price of the Class B common stock tracks the performance of more focused classes of businesses and assets than our existing common stock does, the market price of the Class B common stock may be more volatile than the market price of our existing common stock has been historically. The market price of the Class B common stock may be materially affected by, among other things:

We cannot assure you that the combined market value of the shares of Class A common stock and Class B common stock that you receive as result of the Distribution will equal or exceed the current market value of that share of our existing common stock. Until an orderly trading market develops for the Class B common stock following the Distribution, the trading price of the Class B common stock may fluctuate significantly.

The market value of the Class B common stock could be adversely affected by events involving the other assets and businesses of the Company.

Because we will be the issuer of the Class B common stock, an adverse market reaction to events relating to any of our assets and businesses, such as earnings announcements or announcements of new products or services, acquisitions or dispositions that the market does not view favorably, may cause an adverse market reaction in a particular class of common stock. This could occur even if the triggering event is not material to us as a whole. Certain events may also have a greater impact on one class than the same triggering event would have on another class due to the asset composition of the affected class. In addition, the incurrence of significant indebtedness by us or any of our subsidiaries on behalf of one class, including indebtedness incurred or assumed in connection with acquisitions of or investments in businesses, could affect our credit rating and that of our subsidiaries and, therefore, could increase the borrowing costs of businesses attributable to our other classes or the borrowing costs of the Company as a whole.

We may not pay dividends equally or at all on our classes of common stock.

We will have the right to pay dividends on the shares of Class A common stock and Class B common stock in equal or unequal amounts, and we may pay dividends on one class of common stock and not pay dividends on another class. In addition, any dividends or distributions on, or repurchases of, shares relating to a class will reduce our assets legally available to be paid as dividends on another class.

The assumptions underlying the forecast of cash available for distribution that we include in “Cash Dividend Policy and Restrictions on Dividends” may prove inaccurate and are subject to significant risks and uncertainties, which could cause actual results to differ materially from our forecasted results.

The forecast of cash available for distribution set forth in “Cash Dividend Policy and Restrictions on Dividends” includes our forecast of our results of operations and cash available for dividend for the quarters ending June 30, 2023, September 30, 2023, and December 31, 2023. The assumptions underlying the forecast may prove inaccurate and are subject to significant risks and uncertainties that could cause actual results to differ materially from our forecasted results. For example, in December 2022 we revised our guidance for the year ended December 31, 2022 and the year ending December 31, 2023 to reflect the decline in commodity prices which directly impacts our financial results, including cash available for dividend. See, “Recent Developments—December 2022 Guidance” and “Assumptions and Considerations—Commodity Prices.” If our actual results are significantly below forecasted results, or if our expenses are greater than forecasted, we may not generate enough cash available for dividend to pay the minimum quarterly dividend or any amount on our Class A common stock or Class B common stock, which may cause the market price of our common stock to decline materially.

Our new tracking stock capital structure could create conflicts of interest, and our Board may make decisions that could adversely affect only some holders of our common stock.

Our new tracking stock capital structure could give rise to occasions when the interests of holders of one class of common stock might diverge or appear to diverge from the interests of holders of another class of common stock. Our Class B common stock is not issued by a separate entity and thus holders of Class B common stock will not have the right to elect a separate board of directors. As a result, the Company’s officers and directors owe fiduciary duties to the Company as a whole and all of our stockholders as opposed to only holders of a particular class of common stock. Decisions deemed to be in the best interest of the Company and all of our stockholders may not be in the best interest of a particular class of common stock when considered independently. Examples include:

Our directors’ or officers’ equity ownership may create or appear to create conflicts of interest.

If directors or officers own disproportionate interests (in percentage or value terms) in Class A common stock or Class B common stock, that disparity could create or appear to create conflicts of interest when they are faced with decisions that could have different implications for the holders of Class A common stock or Class B common stock.

We have not adopted any specific procedures for consideration of matters involving a divergence of interests among holders of Class A common stock or Class B common stock. Rather than develop additional specific procedures in advance, our Board intends to exercise its judgment from time to time, depending on the circumstances, as to how best to:

Our Board believes the advantage of retaining flexibility in determining how to fulfill its responsibilities in any such circumstances as they may arise outweighs any perceived advantages of adopting additional specific procedures in advance.

Our Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets.

The Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets to serve as guidelines in making decisions regarding the relationship between the Company’s overall business and CORE with respect to matters such as tax liabilities and benefits, loans between the two, attribution of assets, financing alternatives, corporate opportunities and similar items beyond what is provided in this prospectus. Such determinations will be in the sole discretion of our Board and our Board may at any time change or make exceptions to the relationship between CORE and Ramaco Resources. A decision to change, or make exceptions to, these arrangements described herein could disadvantage one class of stockholder while advantaging the other. See “Cash Dividend Policy and Restrictions on Dividends” for additional information.

Holders of a class of common stock may not have any remedies if any action by our directors or officers has an adverse effect on only that class of common stock.

Principles of applicable law and the provisions of our Amended Charter may protect decisions of our Board that have a disparate impact upon a particular class of common stock. Under applicable law, our Board has a duty to act with due care and in the best interests of all of our stockholders, regardless of the class of stock, or series, they hold. Principles of applicable law established in cases involving differing treatment of multiple classes or series of stock provide that a Board owes an equal duty to all stockholders and does not have separate or additional duties to any subset of stockholders. Judicial opinions in Delaware involving tracking stocks have established that decisions by directors or officers involving differing treatment of holders of tracking stocks may be judged under the business judgment rule. In some circumstances, our directors or officers may be required to make a decision that is viewed as adverse to the holders of a particular series of that stock. Under the principles of applicable law and the business judgment rule referred to above, you may not be able to successfully challenge decisions that you believe have a disparate impact upon the stockholders of one of our classes if a majority of our Board is disinterested and independent with respect to the action taken, is adequately informed with respect to the action taken and acts in good faith and in the honest belief that our Board is acting in the best interest of the Company and all of our stockholders.

Stockholders will not vote on how to attribute consideration received in connection with a merger involving the Company among holders of Class A common stock and Class B common stock.

Our Amended Charter does not contain any provisions governing how consideration received in connection with a merger or consolidation involving the Company is to be attributed to the holders of Class A common stock and Class B common stock, and none of the holders of Class A common stock and Class B common stock will have a separate class vote in the event of such a merger or consolidation. Consistent with applicable principles of applicable law, our Board will seek to divide the type and amount of consideration received in a merger or consolidation involving the Company among holders of Class A common stock and Class B common stock in a fair manner. As the different ways our Board may divide the consideration between holders of the different classes of stock might have materially different results, the consideration to be received by holders of Class B common stock in any such merger or consolidation may be materially less valuable than the consideration they would have received if they had a separate class vote on such merger or consolidation.

We may dispose of assets of CORE without your approval.

Applicable law requires stockholder approval only for a sale or other disposition of all or substantially all of the assets of the Company taken as a whole, and our Amended Charter does not require a separate class vote in the case of a sale of a significant amount of assets attributed to any of our classes of common stock. As long as the assets attributed to a certain class of common stock proposed to be disposed of represent less than substantially all of our assets, we may approve sales and other dispositions of any amount of the assets of such class without any stockholder approval.

Our Board will decide, in its sole discretion, how to proceed and is not required to select the option that would result in the highest value to holders of any particular class of stock.

Holders of Class B common stock may receive less consideration upon a sale of the assets attributed to that class than if that class were a separate company.

If CORE was a separate, independent company and its shares were acquired by another person, certain costs of that sale, including corporate level taxes, might not be payable in connection with that acquisition. As a result, stockholders of a separate, independent company with the same assets might receive a greater amount of proceeds than the holders of Class B common stock would receive upon a sale of all or substantially all of the assets of CORE. In addition, we cannot assure you that in the event of such a sale the per share consideration to be paid to holders of Class B common stock will be equal to or more than the per share value of that share of stock prior to or after the announcement of a sale of all or substantially all of the assets of CORE. Further, there is no requirement that the consideration paid be tax-free to the holders of Class B common stock. Accordingly, if we sell all or substantially all of the assets attributed to CORE, our stockholders could suffer a loss in the value of their investment in our Class B common stock.

In the event of a liquidation of Ramaco Resources, holders of Class B common stock will not have a priority with respect to the assets attributed to CORE remaining for distribution to stockholders.

Under the Amended Charter, upon Ramaco Resources’ liquidation, dissolution or winding up, holders of Class A common stock and Class B common stock will be entitled to receive, in respect of their shares of such stock, their proportionate interest in all of Ramaco Resources’ assets, if any, remaining for distribution to holders of common stock in proportion to their respective number of shares. Hence, the assets to be distributed to a holder of either class of common stock upon a liquidation, dissolution or winding up of Ramaco Resources will have nothing to do with the value of the assets attributed to the class of common stock or to changes in the relative value of the Class B common stock over time.

Our Board may, in its sole discretion, elect to convert the Class B common stock to Class A common stock, thereby changing the nature of your investment and possibly diluting your economic interest in the Company, which could result in a loss in value to you.

Our Amended Charter will permit our Board, in its sole discretion, to convert all of the outstanding shares of Class B common stock into shares of Class A common stock based on an exchange ratio determined by a 20-day trailing VWAP for each class of stock. A conversion would preclude the holders of Class B stock from retaining their investment in a security that is intended to reflect separately the performance of CORE. We cannot predict the impact on the market value of our stock of (1) our Board’s ability to effect any such conversion or (2) the exercise of this conversion right by our Board. In addition, our Board may effect such a conversion at a time when the market value of our different stocks could cause the stockholders of one group to be disadvantaged.

Holders of Class A common stock and Class B common stock will vote together and will have limited separate voting rights.

Holders of Class A common stock and Class B common stock will vote together as a single class, except in certain limited circumstances prescribed under applicable law. When holders of Class A common stock and Class B common stock vote together as a single class, holders having a majority of the votes will be in a position to control the outcome of the vote even if the matter involves a conflict of interest among our stockholders or has a greater impact on one class than another.

Transactions in Class B common stock by our insiders could depress the market price of those stocks.

Sales of, or hedging transactions such as collars relating to, shares of Class B common stock by any of our directors or executive officers, could cause a perception in the marketplace that the stock price of the Class B common stock has peaked or that adverse events or trends have occurred or may be occurring at the Company or with respect to the Class B common stock. This perception can result notwithstanding any personal financial motivation for these transactions. As a result, insider transactions could depress the market price for shares of the Class B common stock.

Our capital structure, as well as the fact that CORE is not an independent company, may inhibit or prevent acquisition bids for CORE attributed to the Class B common stock and may make it difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders.

If CORE was a separate independent company, any person interested in acquiring CORE without negotiating with management could seek control of that class by obtaining control of its outstanding voting stock, by means of a tender offer or a proxy contest. Although we intend Class B common stock to reflect the separate economic performance of CORE, it is not a separate entity, and a person interested in acquiring that class of common stock without negotiation with our management could obtain control of that class only by obtaining control of a majority in voting power of all of the outstanding voting shares of the Company. The existence of different classes of common stock could present complexities and in certain circumstances pose obstacles, financial and otherwise, to an acquiring person that are not present in companies that do not have a capital structure similar to ours.

Certain provisions of our Amended Charter and bylaws may discourage, delay or prevent a change in control of the Company that a stockholder may consider favorable.

These provisions include:

No IRS ruling has been sought or obtained by us with respect to the tax consequences to you or us of the Distribution.

While we believe that no income, gain or loss should be recognized by you or us for U.S. federal income tax purposes as a result of the Distribution (except with respect to the receipt of cash in lieu of fractional shares), there are no Code provisions, Treasury Regulations (as defined below), court decisions, or published rulings of the Internal Revenue Service (“IRS”) bearing directly on the tax effects of the issuance and characterization of “tracking stock,” such as the Class B common stock. In addition, the IRS has announced that it will not issue rulings on the characterization of tracking stock. Opinions of counsel are not binding on the IRS and the conclusions expressed in the opinion of our tax counsel could be challenged by the IRS. Therefore, it is possible that the IRS could successfully assert that the Distribution, and the receipt by you of the Class B common stock issued in the Distribution, could result in material adverse tax consequences to you and/or us, as described in more detail below under “Material U.S. Federal Income Tax Consequences,” which description is incorporated by reference into this risk factor.

Risks Related to CORE

Our lessees could satisfy obligations to their customers with minerals from properties other than ours, depriving us of the ability to receive amounts in excess of minimum royalty payments.

Mineral supply contracts generally do not require operators to satisfy their obligations to their customers with resources mined from specific locations. Several factors may influence a lessee’s decision to supply its customers with minerals mined from properties we do not own or lease, including the royalty rates under the lessee’s lease with us, mining conditions, mine operating costs, cost and availability of transportation, and customer specifications. In addition, lessees move on and off of our properties over the course of any given year in accordance with their mine plans. If a lessee satisfies its obligations to its customers with minerals from properties we do not own or lease, production on our properties will decrease, and we will receive lower royalty revenues.

A lessee may incorrectly report royalty revenues, which might not be identified by our lessee audit process or our mine inspection process or, if identified, might be identified in a subsequent period.

We depend on our lessees to correctly report production and royalty revenues on a monthly basis. Our regular lessee audits and mine inspections may not discover any irregularities in these reports or, if we do discover errors, we might not identify them in the reporting period in which they occurred. Any undiscovered reporting errors could result in a loss of royalty revenues and errors identified in subsequent periods could lead to accounting disputes as well as disputes with our lessees.

Because of the unique difficulties and uncertainties inherent in technology development, we face a risk of not being able to capitalize on our license or ownership of intellectual property.

Potential investors should be aware of the difficulties normally encountered by companies developing new technology and the high rate of failure of such enterprises. The likelihood of our successful ability to commercialize intellectual property we own or license must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the development of new technology with limited personnel and financial means. These potential problems include, but are not limited to, unanticipated technical problems that extend the time and cost of product development or unanticipated problems with the operation of the technology.

Technology development involves significant time and expense and can be uncertain.

The development of technology associated with our licensed or owned intellectual property will be costly, complex and time-consuming. Any investment into technology development and commercialization often involves a long wait until a return, if any, is achieved on such investment. We plan to make investments in research and development relating to our owned and licensed intellectual property and technology. Investments in new technology and processes are inherently speculative.

Successful technical development of technologies associated with intellectual property does not guarantee successful commercialization. 

We may successfully complete the technical development of technologies associated with our owned or licensed intellectual property, but we may still fail to commercialize that technology at scale or at a cost attractive to the target industries. Our success will depend largely on our ability to prove the capabilities and cost-effectiveness of the developed technology. Upon demonstration, the technology may not have the capabilities they were designed to have or that we believed they would have, or they may be more expensive than anticipated. Furthermore, even if we do successfully demonstrate the technology’s capabilities, potential customers may be more comfortable doing business with a larger, more established, more proven company than us. Moreover, competing technologies may prevent us from gaining wide market acceptance of the technology. Significant revenue from new technology investments may not be achieved for a number of years, if at all.

If we fail to protect our intellectual property rights, we could lose our ability to compete in the market.

Our intellectual property and proprietary rights are important to our ability to remain competitive and for the success of our products and our business. Our intellectual property rights may be challenged, invalidated or circumvented by third parties. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by employees or competitors. Furthermore, our competitors may independently develop technologies and products that are substantially equivalent or superior to our technologies and/or products, which could result in decreased revenues. Moreover, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. Litigation may be necessary to enforce our intellectual property rights which could result in substantial costs to us and substantial diversion of management attention. If we do not adequately protect our intellectual property, our competitors could use it to enhance their products. Our inability to adequately protect our intellectual property rights could adversely affect our business and financial condition, and the value of our brand and other intangible assets.

Other companies may claim that we infringe their intellectual property, which could materially increase our costs and harm our ability to generate future revenue and profit.

We do not believe that we infringe the proprietary rights of any third party, but claims of infringement are becoming increasingly common, and third parties may assert infringement claims against us. It may be difficult or impossible to identify, prior to receipt of notice from a third party, the trade secrets, patent position or other intellectual property rights of a third party, either in the United States or in foreign jurisdictions. Any such assertion may result in litigation or may require us to obtain a license for the intellectual property rights of third parties. If we are required to obtain licenses to use any third-party technology, we would have to pay royalties, which may significantly reduce any profit on our products. In addition, any such litigation could be expensive and disruptive to our ability to generate revenue or enter into new market opportunities. If any of our products were found to infringe other parties’ proprietary rights and we are unable to come to terms regarding a license with such parties, we may be forced to modify our products to make them non-infringing or to cease production of such products altogether.

THE DISTRIBUTION

General

The Company will distribute                shares of our Class B common stock to the holders of our existing common stock. We refer to this distribution of securities as the “Distribution.”

In the Distribution, shares of our Class B common stock will be distributed to holders of existing common stock of record as of the close of business, New York City time, on                , 2023, which will be the record date. Each such holder will receive 0.2 shares of Class B common stock for every one share of existing common stock held on the record date (with cash in lieu of any fractional share interests).

Manner of Effecting the Distribution

The Distribution will be effective at                 New York City time, on                , 2023. For most of our stockholders who own our existing common stock in registered form on the record date, our transfer and distribution agent will credit their shares of our Class B common stock to book entry accounts established to hold these shares. Our transfer and distribution agent will send these stockholders a statement reflecting their ownership of our Class B common stock. Book-entry refers to a method of recording stock ownership in our records in which no physical certificates are used. For stockholders who own our existing common stock through a broker or other nominee, their shares of Class B common stock will be credited to these stockholders’ accounts by such broker or other nominee. As further discussed below, fractional shares will not be distributed. Cash will be paid in lieu of the issuance of any fractional share interests. Following the Distribution, stockholders whose shares are held in book entry form may request that their shares of Class B common stock be transferred to a brokerage or other account at any time, in each case without charge.

COMPANY STOCKHOLDERS WILL NOT BE REQUIRED TO PAY FOR SHARES OF OUR CLASS B COMMON STOCK RECEIVED IN THE DISTRIBUTION, OR TO SURRENDER OR EXCHANGE SHARES OF EXISTING COMMON STOCK IN ORDER TO RECEIVE OUR CLASS B COMMON STOCK, OR TO TAKE ANY OTHER ACTION IN CONNECTION WITH THE DISTRIBUTION.

In order to be entitled to receive shares of our Class B common stock in the Distribution, Company stockholders must be stockholders of record of our existing common stock at the close of business, New York City time, on the record date,                , 2023.

Reasons for Issuing the Class B Common Stock

We are issuing the Class B common stock because:

Reason for Furnishing this Prospectus

This prospectus is being furnished by the Company solely to provide information to its stockholders who will receive shares of our Class B common stock in the Distribution. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of our securities. We will not update the information in this prospectus except in the normal course of our public disclosure obligations and practices.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a summary of the material U.S. federal income tax consequences to you of the receipt of Class B common stock pursuant to the Distribution and the ownership and disposition of such Class B common stock following the Distribution. This discussion is based upon the Code, Treasury regulations promulgated thereunder (the “Treasury Regulations”), administrative pronouncements and judicial decisions as of the date of this prospectus, all of which are subject to change or differing interpretations at any time, possibly with retroactive effect.

This discussion addresses only those of you who hold your shares of our existing common stock and will, after the Distribution, hold your shares of Class B common stock as “capital assets,” within the meaning of Section 1221 of the Code. This discussion is limited to U.S. federal income tax considerations and does not address all potential tax considerations that may be relevant to you in light of your particular circumstances. Further, this discussion does not address holders of our common stock who are subject to special treatment under U.S. federal income tax laws, such as:

This discussion also does not address the effect of any state, local or foreign tax laws that may apply or the application of the U.S. federal estate and gift tax, the alternative minimum tax or the Medicare tax on net investment income. In addition, this discussion does not address any U.S. federal income tax consequences to current holders of options, warrants or other rights to acquire shares of our stock.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our common stock that is, for U.S. federal income tax purposes:

A “Non-U.S. Holder” is a beneficial owner (other than an entity treated as a partnership for U.S. federal income tax purposes) of our common stock that is not a U.S. Holder.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner, upon the activities of the partnership and upon certain determinations made at the partner level. Accordingly, we urge partners in partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) to consult their tax advisors regarding the U.S. federal income tax consequence of the receipt, ownership and disposition of our Class B common stock by such partnerships.

YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS THE APPLICABILITY OF ANY U.S. FEDERAL ESTATE AND GIFT, STATE, LOCAL OR FOREIGN TAX LAWS TO WHICH YOU MAY BE SUBJECT.

Tax Treatment of the Distribution

Tax Consequences of the Distribution

Kirkland & Ellis is providing an opinion as of the date hereof, which is being filed herewith as Exhibit 8.1 to the registration statement of which this prospectus is a part, to the effect that, under current U.S. federal income tax law:

The opinion is conditioned upon the accuracy of the facts, information, statements, representations, covenants, and assumptions upon which such opinion is based and is subject to the conditions, limitations, and qualifications referenced in the opinion and in this discussion. Any inaccuracy in any of such facts, information, statements, representations, or assumptions or breach of any of such covenants could adversely affect the conclusions reached in the opinion and in this discussion. See below under the heading “—No IRS Ruling Will Be Requested” for a further discussion of the opinion.

Assuming that the treatment of the Distribution as described in the opinion is respected, then:

Stockholders that have acquired different blocks of our existing common stock at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate basis among, and their holding period of, shares of our Class B common stock distributed pursuant to the Distribution.

If you receive cash in lieu of fractional shares of Class B common stock, you should be treated as having received such fractional shares in the Distribution and then as having sold such fractional shares for the cash received. This sale should generally result in the recognition of gain or loss for U.S. federal income tax purposes, measured by the difference between the amount of cash received for such fractional shares and your tax basis in such fractional shares (determined as described above), which gain or loss should be capital gain or loss. Such gain or loss may be taxable to Non-U.S. Holders in accordance with the rules described below, under the heading “—Ownership and Disposition of Class B Common Stock—Non-U.S. Holders—Dispositions of Class B Common Stock.”

The reclassification of our existing common stock as Class A common stock is not expected to result in the recognition of any income, gain or loss by holders of our existing common stock or the recognition of any gain or loss by us.

No IRS Ruling Will Be Requested

There are no Code provisions, Treasury Regulations, court decisions, or published rulings of the IRS bearing directly on the tax effects of the issuance and characterization of “tracking stock,” such as the Class B common stock. In addition, the IRS has announced that it will not issue advance rulings on the characterization of “tracking stock,” and we have not sought any ruling from the IRS, and do not intend to seek any ruling, relating to the characterization of the Class B common stock. Opinions of counsel are not binding on the IRS and the conclusions expressed in the opinion of Kirkland & Ellis could be challenged by the IRS.

Furthermore, there is a risk that the IRS could successfully assert that the Distribution is part of a “disproportionate distribution” within the meaning of Section 305(b)(2) of the Code and the Treasury Regulations thereunder. A “disproportionate distribution” is a distribution (or series of distributions, including deemed distributions) from a corporation that has the effect of the receipt of cash or property by some stockholders (or holders of convertible securities or rights to acquire stock) and an increase in the proportionate interest of other stockholders (or holders of convertible securities or rights to acquire stock) in the corporation’s assets or earnings and profits. The application of the disproportionate distribution rules to the Distribution is subject to some uncertainty, and it is possible that the IRS could successfully assert that the Distribution is not a tax-free distribution under Section 305(a) of the Code.

If the IRS were to successfully assert that the Class B common stock represents property other than stock of the Company or that the Distribution is not a tax-free distribution under Section 305(a) of the Code, then the receipt of Class B common stock by you might be treated as a taxable dividend distribution in an amount equal to the fair market value of such stock. Furthermore, we or our subsidiaries could recognize a significant taxable gain as a result of the Distribution in an amount equal to the excess of the fair market value of the assets treated as distributed over the federal income tax basis to us or our subsidiaries.

In addition to the foregoing, due to the absence of authorities relating directly to the characterization of tracking stock under Section 306 of the Code, there is also a risk that the IRS could successfully assert that the Class B common stock is “Section 306 stock,” within the meaning of Section 306(c) of the Code. Stock will be Section 306 stock if it is stock that is “other than common stock” and satisfies certain other requirements described in Section 306(c)(1)(A) of the Code. The IRS has ruled that stock is other than common stock, for this purpose, if the stock does not participate in corporate growth to any significant extent. In general, if the Class B common stock constitutes Section 306 stock, then you may be required to recognize ordinary income on a subsequent sale or exchange of such stock, or dividend income upon a subsequent redemption of such stock, without regard to your basis in such stock, and you may not be able to recognize any loss on such dispositions.

The remaining discussion assumes that the treatment of the Distribution as described in the opinion of Kirkland & Ellis is respected by the IRS.

Ownership and Disposition of Class B Common Stock

U.S. Holders

Distributions on Class B Common Stock. Distributions of cash or property on our Class B common stock, if any, will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed our current and accumulated earnings and profits, the distributions will be treated as a non-taxable return of capital to the extent of your tax basis in our Class B common stock and thereafter as capital gain from the sale or exchange of such Class B common stock, as described below under the heading “—Dispositions of Class B Common Stock.”

Dividend income received by certain non-corporate U.S. Holders with respect to shares of our Class B common stock will generally be “qualified dividends” subject to preferential rates of U.S. federal income tax, provided that such U.S. Holders meet the applicable holding period and other requirements. Subject to certain exceptions and holding period requirements, dividend income received by U.S. Holders that are corporations for U.S. federal income tax purposes will generally qualify for the dividends-received deduction.

Dispositions of Class B Common Stock. Upon a sale or other taxable disposition of our Class B common stock, a U.S. Holder will generally recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in such stock. Any such capital gain or loss will generally be long-term capital gain or loss if the U.S. Holder’s holding period for the stock so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will generally be subject to preferential rates of U.S. federal income tax. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

Distributions on Class B Common Stock. Distributions of cash or property on our Class B common stock, if any, to Non-U.S. Holders will generally be treated as dividend income, a return of capital or capital gain to the extent described above, under the heading “—Ownership and Disposition of Class B Common Stock—U.S. Holders.” Subject to the discussion below of effectively connected income and FATCA (as defined below), any distribution made to a Non-U.S. Holder on our Class B common stock will generally be subject to U.S. withholding tax at a rate of 30% of the gross amount of the distribution unless an applicable income tax treaty provides for a lower rate. To receive the benefit of a reduced treaty rate, a Non-U.S. Holder must provide the applicable withholding agent with an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) certifying qualification for the reduced rate.

Dividends paid to a Non-U.S. Holder that are effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, that are treated as attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States) generally will be taxed on a net income basis at the rates and in the manner generally applicable to U.S. Holders. Such effectively connected dividends will generally not be subject to U.S. withholding tax if the Non-U.S. Holder satisfies certain certification requirements by providing the applicable withholding agent with a properly executed IRS Form W-8ECI certifying eligibility for exemption. If the Non-U.S. Holder is a corporation for U.S. federal income tax purposes, it may also be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which will include effectively connected dividends.

Dispositions of Class B Common Stock. Subject to the discussion below under the heading “—Information Reporting and Backup Withholding,” a Non-U.S. Holder will generally not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our Class B common stock unless:

A Non-U.S. Holder described in the first bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on the amount of such gain, which generally may be offset by U.S. source capital losses.

A Non-U.S. Holder whose gain is described in the second bullet point above or, subject to the exceptions described in the next paragraph, the third bullet point above will generally be taxed on a net income basis at the rates and in the manner generally applicable to U.S. Holders unless an applicable income tax treaty provides otherwise. If the Non-U.S. Holder is a corporation for U.S. federal income tax purposes whose gain is described in the second bullet point above, then such gain would also be included in its effectively connected earnings and profits (as adjusted for certain items), which may be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty).

Generally, a corporation is a USRPHC if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe that we currently are, and expect to remain for the foreseeable future, a USRPHC for U.S. federal income tax purposes. However, as long as our Class B common stock is regularly traded on an established securities market, only a Non-U.S. Holder that actually or constructively owns, or owned at any time during the shorter of the five-year period ending on the date of the disposition or the Non-U.S. Holder’s holding period for the common stock, more than 5% of our Class B common stock will be taxable on gain realized on the disposition of our Class B common stock as a result of our status as a USRPHC. If neither class of common stock, or only our Class A common stock, were considered to be regularly traded on an established securities market during the calendar year in which the relevant disposition by a Non-U.S. Holder occurs, such holder may be subject to U.S. federal income tax on a taxable disposition of our Class B common stock (as described in the preceding paragraph) and a 15% withholding tax may apply to the gross proceeds from such disposition depending on the particular circumstances. The rules relating to dispositions of an interest in a USRPHC are complex, and you are urged to consult your own tax advisor regarding the application of such rules to your particular circumstances.

Information Reporting and Backup Withholding

U.S. Holders

In general, information reporting to the IRS and backup withholding may apply to your receipt of cash in lieu of fractional shares of Class B common stock in the Distribution as well as the receipt of dividends and the proceeds of a sale or other disposition of the Class B common stock. Backup withholding may apply to such payments if you fail to provide a correct taxpayer identification number and certain other information, fail to provide a certification of exempt status or fail to report your full dividend and interest income. You will generally not be subject to backup withholding if you (i) are a corporation or fall within certain other exempt categories and, when required, demonstrate that fact or (ii) provide a correct taxpayer identification number, certify under penalties of perjury that you are not subject to backup withholding, and otherwise comply with the applicable requirements of the backup withholding rules.

Backup withholding is not an additional tax. Rather, the U.S. income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

Non-U.S. Holders

In general, information reporting to the IRS may apply to the receipt of dividends on the Class B common stock to a Non-U.S. Holder. Copies of these information returns may be made available to the tax authorities in the country in which the Non-U.S. Holder resides or is established. Such payments will generally not be subject to backup withholding if the Non-U.S. Holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate version of IRS Form W-8. Payments of the proceeds from a sale or other disposition by a Non-U.S. Holder of our Class B common stock effected by or through a U.S. office of a broker will generally not be subject to information reporting or backup withholding if the Non-U.S. Holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate version of IRS Form W-8 and certain other conditions are met. Information reporting and backup withholding will generally not apply to any payment of the proceeds from a sale or other disposition of our common stock effected outside the United States by a non-U.S. office of a broker unless such broker has certain relationships with the United States.

Backup withholding is not an additional tax. Rather, the U.S. income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

Additional Withholding Requirements under FATCA

Sections 1471 through 1474 of the Code, and the Treasury Regulations and administrative guidance issued thereunder (“FATCA”), impose a 30% withholding tax on any dividends paid on our Class B common stock to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (i) in the case of a foreign financial institution, such institution enters into an agreement with the U.S. government to withhold on certain payments, and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are non-U.S. entities with U.S. owners); (ii) in the case of a non-financial foreign entity, such entity certifies that it does not have any “substantial United States owners” (as defined in the Code) or provides the applicable withholding agent with a certification identifying the direct and indirect substantial United States owners of the entity (in either case, generally on an IRS Form W-8BEN-E); or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules and provides appropriate documentation (such as an IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States may be subject to different rules. Under certain circumstances, a holder might be eligible for refunds or credits of such taxes.

Treasury Regulations proposed in December 2018 (and upon which taxpayers and withholding agents are entitled to rely) eliminate possible FATCA withholding on the gross proceeds from a sale or other disposition of our Class B common stock, previously scheduled to apply beginning January 1, 2019.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this prospectus, regarding our strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this prospectus, 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 on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under, but not limited to, the heading “Item 1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report and our other filings with the SEC.

Forward-looking statements may include statements about:

We caution you that these forward-looking statements are subject to a number of risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control, incident to the development, production, gathering and sale of coal. Moreover, we operate in a very competitive and rapidly changing environment and additional risks may arise from time to time. It is not possible for our management to predict all of the risks associated with our business, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this prospectus are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

All forward-looking statements, expressed or implied, included in this prospectus are expressly qualified in their entirety by this cautionary statement and speak only as of the date of this prospectus. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus.

CASH DIVIDEND POLICY AND RESTRICTIONS ON DIVIDENDS

You should read the following discussion of our cash dividend policy in conjunction with the specific assumptions included in this section. Aside from the dividend policy described in this prospectus, we do not currently have or expect to have a separate dividend policy. Please read “—Estimated Cash Available for Dividends for the Quarters Ending June 30, 2023, September 30, 2023 and December 31, 2023—Assumptions and Considerations” below. In addition, you should read “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for information regarding statements that do not relate strictly to historical or current facts and certain risks inherent in our business.

For additional information regarding our historical results of operations, you should refer to our attributed financial statements, historical financial statements and the accompanying notes and the accompanying notes included or incorporated by reference in this prospectus.

General

Our Cash Dividend Policy

Holders of shares of each class of our common stock are entitled to ratably receive dividends on such class when and if declared by our Board out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred stock. Any determination to declare a regular or special dividend, as well as the amount of any dividend that may be declared, will be based on our Board’s consideration of our financial position, earnings, earnings outlook, capital spending plans, outlook on current and future market conditions, alternative stockholder return methods such as share repurchases, and other factors that our Board considers relevant at that time.

We currently pay a cash dividend of $5.5 million per quarter ($22.0 million annualized) on the existing common stock. We recently announced an increase of the cash dividend to $5.5 million per quarter ($22.0 million annualized) on the existing common stock. Subject to the timing of the Distribution, we would anticipate the initial cash dividend payment on the Class B stock to be made in the third quarter of 2023, based on actual second quarter of 2023 results. We estimate that cash available for dividend on our Class B common stock will be $2.28 million, $2.75 million and $2.63 million for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023, respectively, or $7.66 million for the year ending December 31, 2023. Each dividend will be based on actual results and paid the following quarter. We will adjust the amount of our Class B common stock dividend for the period from the closing of the Distribution through the end of the quarter in which the Distribution occurs, based on the actual length of the period. Dividends for the Class B common stock will not be paid for quarters prior to the Distribution. For illustration in 2023, if the Class A common stock cash dividend remained constant at $22.0 million and we additionally paid an estimated dividend of $5.4 million on the Class B common stock, which is based on third quarter and fourth quarter cash payments, the cash dividends from the shares of Class A common stock and Class B common stock would total $27.4. million. Annualized, anticipated second half of 2023 payments would equate to $32.8 million in cash dividends from the shares of Class A common stock and Class B common stock. The dividend yield for these combined payments would be based upon the stock price at the time. There is no guarantee that we will pay cash dividends to the holders of our Common Stock, including our Class B common stock, each quarter. Aside from the dividend policy described in this prospectus, we do not currently have or expect to have a separate dividend policy. The dividend yield for these combined payments would be based upon the stock price at the time. See “—Limitations on Cash Dividends and Our Ability to Change Our Cash Dividend Policy” below and “Risk Factors—Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods.”

The 2023 dividend payments on the Class B common stock would be made based on the performance of the CORE Assets and are estimated below based on an anticipated dividend distribution of 20% of the revenue attributable to the CORE Assets. The dividends for our Class A common stock and Class B common stock will be consistent with this publicly disclosed dividend policy, which may be modified by our Board from time to time.

Our ability to pay dividends is subject to the discretion of our Board, the requirements of applicable law, any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred stock and commercial factors, whether or not attributable to the CORE Assets. We may lack sufficient cash to pay dividends to our Class B stockholders due to cash flow shortfalls attributable to a number of factors, many of which are beyond our control, as well as increases in corporate level general and administrative expenses, principal and interest payments on our outstanding debt, tax expenses, working capital requirements and anticipated cash needs. The timing and amount of dividends declared will depend on, among other things: (a) our earnings, earnings outlook, production, processing and shipping levels, financial condition, cash flow, cash requirements and our outlook on current and future market conditions, (b) our overall liquidity, (c) the restrictive covenants in the Credit Agreement and any future debt instruments and (d) provisions of applicable law governing the payment of dividends.

Subject to the timing of the Distribution, we would anticipate the initial cash dividend payment to be made in the third quarter of 2023, based on actual second quarter of 2023 results. We estimate that cash available for dividend on our Class B common stock will be $2.28 million, $2.75 million and $2.63 million for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023, respectively, or $7.66 million for the year ending December 31, 2023. Each dividend will be based on actual results and paid the following quarter. We will adjust the amount of our Class B common stock dividend for the period from the closing of the Distribution through the end of the quarter in which the Distribution occurs, based on the actual length of the period. Dividends for the Class B common stock will not be paid for quarters prior to the Distribution. We expect that the dividend for our Class B common stock for each quarter will generally equal 20% of the revenue attributed to the CORE Assets; however, such percentage may increase or decrease in the future, in the sole discretion of our Board. See “Risk Factors” for more information.

The Class B common stock is being issued to provide holders of existing common stock direct participation in the financial performance of the CORE Assets on a standalone basis from our coal mining operations. The CORE Assets consist of coal royalties, coal infrastructure revenue, Ramaco Carbon and REEs. We believe that CORE’s non-cost bearing royalty, infrastructure, carbon products and REE assets are fundamentally different than our coal mining operations. As of December 31, 2022, the CORE Assets include approximately 54 million reserve tons and 855 million measured and indicated resource tons, which excludes the Knox Creek Complex and other non-royalty producing properties. Because CORE leases properties to Ramaco Resources and third parties for development, CORE is able to benefit from production from our properties without investing capital or incurring operating expenses. Furthermore, a majority of the coal seams being developed on our properties are accessible above drainage, thereby reducing the operator’s up-front development costs. These characteristics contribute to a production profile that we believe will contribute to a cash cost of production for our lessees that is substantially below most U.S. domestic coal producers. As a result, we expect our lessees to operate our reserves profitably, which we believe will lead to relatively consistent royalty incomes for CORE from our properties. In the future, our Board may change this dividend policy and decide to withhold replacement capital expenditures from cash available for dividend, which would reduce the amount of cash available for dividends in the quarters in which any such amounts are withheld. Over the long term, if the revenues from the CORE Assets decrease and we are not able to replace such revenue with other sources, the amount of cash generated from the existing CORE Assets will decrease and we may have to reduce the amount of dividends payable to our Class B stockholders. To the extent that we do not withhold replacement capital expenditures, a portion of our cash available for dividends will represent a return of your capital. See the section entitled, “Summary—Description of the Class B Common Stock” for additional information about the CORE Assets.

We do not currently intend to maintain excess dividend coverage for the purpose of maintaining stability or growth in our quarterly dividend or otherwise reserve cash for dividends, or to incur debt to pay quarterly dividends, although we may do so in the future, and our Board may change this policy.

Aside from the dividend policy described in this prospectus, we do not currently have or expect to have a separate dividend policy. Any references to the dividend policy in this document or other documents refer to the dividend policy described in this section and are intended to be guidelines for how the Board expects to declare dividends on Class B common stock and are subject to change at any time, in the sole discretion of the Board. See “Risk Factors—Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods,” and “—Limitations on Cash Dividends and Our Ability to Change Our Cash Dividend Policy.”

Limitations on Cash Dividends and Our Ability to Change Our Cash Dividend Policy

There is no guarantee that we will pay cash dividends to our Class B stockholders each quarter. Our cash dividend policy is subject to certain restrictions, including the following:

We expect to generally distribute 20% of our cash generated from the CORE Assets to our Class B stockholders on a quarterly basis. To fund growth in the CORE Assets, we will eventually need capital in excess of the amounts we may retain in our business. As a result, our growth will depend initially on our ability to commercialize the CORE Assets, and perhaps our ability in the future, to raise debt and equity capital from third parties in sufficient amounts and on favorable terms when needed. To the extent efforts to access capital externally are unsuccessful, our ability to grow will be significantly impaired. See “Risk Factors—Our Board’s ability to reattribute businesses, assets and expenses between the Class A common stock and Class B common stock may make it difficult to assess the future prospects of a class of common stock based on past performance,” and “—We could be required to use assets attributed to one class of common stock to pay liabilities attributed to another class.”

Subject to the timing of the Distribution, we would anticipate the initial cash dividend payment to be made in the third quarter of 2023, based on actual second quarter of 2023 results. We estimate that cash available for dividend on our Class B common stock will be $2.28 million, $2.75 million and $2.63 million for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023, respectively, or $7.66 million for the year ending December 31, 2023. Each dividend will be based on actual results and paid the following quarter. We will adjust the amount of our Class B common stock dividend for the period from the closing of the Distribution through the end of the quarter in which the Distribution occurs, based on the actual length of the period. Dividends for the Class B common stock will not be paid for quarters prior to the Distribution.

In the sections that follow, we present the following two tables:

Pro forma cash available for dividends is not intended to assess the Company’s liquidity. The Company uses pro forma cash available for dividend to forecast the Company’s ability to pay future dividends on the Class B common stock; however, there is no guarantee we will pay a dividend in the future on our Class B common stock.

See “Risk Factors—Our Board does not expect to formally adopt any management or allocation policies with respect to the CORE Assets,” “—The assumptions underlying the forecast of cash available for distribution that we include in “Cash Dividend Policy and Restrictions on Dividends” may prove inaccurate and are subject to significant risks and uncertainties, which could cause actual results to differ materially from our forecasted results” and “—Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods.”

Unaudited Pro Forma Cash Available for Dividends for the Years Ended December 31, 2021 and 2022

We estimate that we would have generated approximately $21.7 million and approximately $28.2 million of pro forma cash attributable to the CORE Assets for the years ended December 31, 2021 and 2022, respectively. Based on our policy of initially distributing 20% of cash available, this amount would have resulted in an aggregate annual dividend equal to approximately $4.3 million for the year ended December 31, 2021 and approximately $5.6 million for the year ended December 31, 2022.

We based the pro forma adjustments upon currently available information and specific estimates and assumptions. The pro forma amounts below do not purport to present our results of operations had the Distribution been completed as of the date indicated. In addition, cash available for dividends is primarily a cash accounting concept, while the historical financial statements incorporated by reference in this prospectus have been prepared on an accrual basis. As a result, you should view the amount of pro forma cash available for dividends only as a general indication of the amount of cash available for dividends that we might have generated had we completed the Distribution on the date indicated. Our unaudited pro forma cash available for dividends should be read together with the attributed financial information included in “Summary—Summary Attributed Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the documents incorporated by reference herein and the audited historical financial statements and the accompanying notes incorporated by reference in this prospectus.

The following table illustrates, on a pro forma basis, for the years ended December 31, 2021 and 2022, the amount of cash that would have been available for dividends to our Class B stockholders, assuming that the Distribution had been consummated at the beginning of such period. All of the amounts for the years ended December 31, 2021 and 2022 in the table below are estimates. See “Risk Factors—Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods” for more information.

Ramaco Resources, Inc.
Unaudited Pro Forma Cash Available for Dividend

(1) Assumes 9,363,896 shares of Class B common stock.

Non-GAAP Financial Measures

20% of cash available for dividend is used as a supplemental non-GAAP financial measure by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We believe 20% of cash available for dividend is useful because it allows us to more effectively estimate the amount of cash available for payment of dividends on our Class B common stock.

We define 20% of cash available for dividend as 20% of total revenue plus royalty revenue and infrastructure revenue, minus revenue attributable to non-CORE Assets. A reconciliation of total revenue to 20% of cash available for dividend is included below. 20% available for dividend is not intended to provide an indication of our liquidity, to serve as an alternative to GAAP measures of performance and may not be comparable to similarly-titled measures presented by other companies.

Estimated Cash Available for Dividends for the Quarters Ending June 30, 2023, September 30, 2023 and December 31, 2023.

Subject to the timing of the Distribution, we would anticipate the initial cash dividend payment to be made in the third quarter of 2023, based on actual second quarter of 2023 results. We estimate that cash available for dividend on our Class B common stock will be $2.28 million, $2.75 million and $2.63 million for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023, respectively, or $7.66 million for the year ending December 31, 2023. Each dividend will be based on actual results and paid the following quarter. We will adjust the amount of our Class B common stock dividend for the period from the closing of the Distribution through the end of the quarter in which the Distribution occurs, based on the actual length of the period. See “Risk Factors—Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods” for more information. In “—Assumptions and Considerations” below, we discuss the major assumptions underlying this estimate. The cash available for dividends discussed in the forecast should not be viewed as management’s projection of the actual cash available for dividends that we will generate during the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023. We can give you no assurance that our assumptions will be realized or that we will generate any cash available for dividend, in which event we will not be able to pay quarterly cash dividends on our common stock.

When considering our ability to generate cash available for dividends and how we calculate forecasted cash available for dividend, please keep in mind all the risk factors and other cautionary statements under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” which discuss factors that could cause our results of operations and available cash to vary significantly from our estimates.

Management has prepared the prospective financial information set forth in the table below to present our expectations regarding our ability to generate approximately $7.66 million of cash attributable to the CORE Assets for the year ending December 31, 2023 resulting in approximately $2.28 million, $2.75 million and $2.63 million of cash available for dividends to our Class B common stockholders for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023, respectively. Each dividend will be based on actual results and paid the following quarter. We will adjust the amount of our Class B common stock dividend for the period from the closing of the Distribution through the end of the quarter in which the Distribution occurs, based on the actual length of the period. Dividends for the Class B common stock will not be paid for quarters prior to the Distribution. The accompanying prospective financial information was not prepared with a view toward public disclosure or complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of our management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and our expected future financial performance. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this prospectus are cautioned not to place undue reliance on this prospective financial information.

The assumptions and estimates underlying the prospective financial information are inherently uncertain and, though considered reasonable by our management team as of the date of its preparation, are subject to a wide variety of significant business, economic, financial, regulatory, environmental and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of our future performance or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this prospectus should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.

We do not undertake any obligation to release publicly the results of any future revisions we may make to the financial forecast or to update this financial forecast to reflect events or circumstances after the date of this prospectus. In light of the above, the statement that we believe that we will have sufficient cash available for dividends to allow us to pay the forecasted quarterly dividends on all of our outstanding Class B common stock for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023 should not be regarded as a representation by us or any other person that we will pay such dividends. Therefore, you are cautioned not to place undue reliance on this information.

The following table shows how we calculate estimated cash available for dividends for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023. The assumptions that we believe are relevant to particular line items in the table below are explained in the corresponding footnotes and in “—Assumptions and Considerations.”

Neither our independent registered public accounting firm nor any other independent registered public accounting firm has compiled, examined or performed any procedures with respect to the forecasted financial information contained herein, nor has it expressed any opinion or given any other form of assurance on such information or its achievability, and it assumes no responsibility for such forecasted financial information. Our independent registered public accounting firm’s reports incorporated by reference in this prospectus relate to our audited historical financial statements. These reports do not extend to the table and the related forecasted information contained in this section and should not be read to do so.

The following table illustrates the amount of cash attributable to the CORE Assets, the resulting cash available for dividends that we estimate that we will generate for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023 and the aggregate annual dividend we expect to pay to holders of our Class B common stock in 2023. Subject to the timing of the Distribution, we would anticipate the initial cash dividend payment to be made in the third quarter of 2023, based on actual second quarter of 2023 results. We estimate that cash available for dividend on our Class B common stock will be $2.28 million, $2.75 million and $2.63 million for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023, respectively, or $7.66 million for the year ending December 31, 2023. Each dividend will be based on actual results and paid the following quarter. We will adjust the amount of our Class B common stock dividend for the period from the closing of the Distribution through the end of the quarter in which the Distribution occurs, based on the actual length of the period. Dividends for the Class B common stock will not be paid for quarters prior to the Distribution. All of the amounts for the quarters ending March 31, 2023, June 30, 2023, September 30, 2023 and December 31, 2023 in the table below are estimates and include the assets to be contributed to us at the consummation of the Distribution. See “Cash Dividend Policy and Restrictions on Dividends” and “Risk Factors—Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods” for more information.

Ramaco Resources, Inc.
Estimated Cash Available for Dividend
(Unaudited)

(1) Assumes 9,363,896 shares of Class B common stock.

(2) All dividend payments are subject to the discretion of our Board, the requirements of applicable law, any contractual restrictions on the payment of dividends and any prior rights and preferences that may be applicable to any outstanding preferred stock.

(3) Subject to the timing of the Distribution, we would anticipate the initial cash dividend payment to be made in the third quarter of 2023, based on actual second quarter of 2023 results. We estimate that cash available for dividend on our Class B common stock will be $2.28 million, $2.75 million and $2.63 million for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023, respectively, or $7.66 million for the year ending December 31, 2023. Each dividend will be based on actual results and paid the following quarter. Thus, it is expected that the final dividend of $2.63 million included in the $7.66 million above for 2023 will be paid out in the first quarter of 2024. We will adjust the amount of our Class B common stock dividend for the period from the closing of the Distribution through the end of the quarter in which the Distribution occurs, based on the actual length of the period. Dividends for the Class B common stock will not be paid for quarters prior to the Distribution.

Assumptions and Considerations

Based upon the specific assumptions outlined below and subject to the timing of the Distribution, we would anticipate the initial cash dividend payment to be made in the third quarter of 2023, based on actual second quarter of 2023 results. We estimate that cash available for dividend on our Class B common stock will be $2.28 million, $2.75 million and $2.63 million for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023, respectively, or $7.66 million for the year ending December 31, 2023. Each dividend will be based on actual results and paid the following quarter. We will adjust the amount of our Class B common stock dividend for the period from the closing of the Distribution through the end of the quarter in which the Distribution occurs, based on the actual length of the period. Dividends for the Class B common stock will not be paid for quarters prior to the Distribution. The estimated cash available for dividend is based on the anticipated dividend of 20% of the revenue attributable to the CORE Assets.

While we believe that these assumptions are reasonable based on our management’s current expectations concerning future events, the estimates underlying these assumptions are inherently uncertain and are subject to significant business, economic, regulatory, environmental and competitive risks and uncertainties that could cause actual results to differ materially from those we anticipate. If our assumptions are not correct, the amount of actual cash available to pay dividends could be substantially less than the amount we currently estimate and could, therefore, be insufficient to allow us to pay the forecasted cash dividend, or any amount, on our outstanding Class B common stock, in which event the market price of our Class B common stock may decline substantially. When reading this section, you should keep in mind the risk factors and other cautionary statements under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Any of the risks discussed in this prospectus could cause our actual results to vary significantly from our estimates. See “Cash Dividend Policy and Restrictions on Dividends” and “Risk Factors— Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods” for more information.

General Considerations

Substantially all of the increase in our pro forma distributable cash flow for the year ended December 31, 2022, compared to the year ended December 31, 2021, was primarily attributable to changes in production volume and commodity prices.

Coal Royalties: Tons sold on produced coal on CORE assets in the year ended December 31, 2022 were flat at 2.2 million tons, compared to the year ended December 31, 2021. CORE’s pro forma coal royalty payments increased by $5.6 million, or 100%, to approximately $11.2 million compared to $5.6 million for the year ended December 31, 2021. The increase in coal royalty payments is attributable to materially higher realized prices period over period. We achieved higher realized prices period over period primarily due to a large increase in coal indices from 2021 to 2022.

Infrastructure Assets Revenue: CORE’s coal infrastructure assets currently consist of coal preparation plants at each of the Elk Creek Complex, the Berwind Complex and the Knox Creek Complex, as well as rail-car loading facilities at the Elk Creek Complex and the Berwind Complex. CORE’s pro forma infrastructure revenue will be calculated based on a fee of $5.00 per ton of coal processed and fee of $2.50 per ton of loaded coal using the CORE Assets. CORE’s per ton processing and loading fees will be subject to redetermination at the discretion of our Board. CORE will not be allocated any capital or operating costs. The infrastructure revenue associated with the existing CORE infrastructure assets for the year ended December 31, 2022 increased by approximately $1 million, or 6% to $17 million, compared to $16 million in the year ended December 31, 2021. This increase is primarily attributable to growth in production at our Berwind Complex and Knox Creek Complex. We expect production to increase at our Berwind Complex primarily due to the ramp up of our Laurel Fork mine, which began production earlier this year, after being acquired as part of the Amonate Assets. We also expect production to increase at our Knox Creek Complex primarily due to the ramp up of our Big Creek mine.

Commodity prices. The average realized price of short ton of coal in the year ended December 31, 2022 increased by $99, or a 92% increase, compared to the average realized price per short ton of coal in the year ended December 31, 2021. CORE’s average realized price per short ton of coal FOB mine in the year ended December 31, 2022 was $207, compared to the weighted average Platts U.S. East Coast High-Vol A (“USEC HVA”) price of $341 per metric ton FOB port, based on our company produced sales volumes. Our average realized price per short ton gives effect to the differentials between published coal prices and the prices actually received for the coal production. Like the majority of U.S. producers, we report our pricing in short tons at the mine, whereas the indices are quoted in metric tons at the port. These differentials may vary significantly due to market conditions, transportation, gathering and processing costs, quality of production and other factors. The price increase reflected in the year ended December 31, 2022 results compared to the year ended December 31, 2021 results is primarily attributable to the roll-off of lower priced domestic contracts that were sold throughout 2021.

Cash available for dividend. We estimate a $6.6 million, or 31% increase in pro forma cash available for dividends for the year ended December 31, 2022 to $28.2 million as compared to the $21.6 million available in the pro forma year ended December 31, 2021.

Substantially all of the anticipated increase in our estimated distributable cash flow for the year ending December 31, 2023, compared to the year ended December 31, 2022, is primarily attributable to:

Coal Royalties: As discussed above, the coal royalties attributable to CORE will be based on Ramaco Resource’s annual tons sold, excluding production from the Knox Creek Complex. Based on existing sale contracts and the current forward market prices for coal similar in quality to ours, we anticipate that CORE will receive an increase in royalty payments of approximately $8.1 million, or 72%, to $19.3 million for the year ending December 31, 2023 compared to the $11.2 million in the year ended December 31, 2022. The increase in coal royalties is the result of additional tons of coal being sold during the year ending December 31, 2023 as compared to the year ended December 31, 2022. Approximately $6.3 million, or 80%, of the increase in royalty payments is attributable to an increase in annual tons sold and approximately $1.6 million, or 20%, of the forecast is attributable to an increase in the overall percentage of total Company coal that is expected to be mined and sold from CORE’s coal reserves. We expect that CORE will achieve an increase in annual tons sold of 1.2 million, or 53%, to 3.3 million tons of coal in the year ending December 31, 2023 compared to the 2.2 million tons sold in the year ended December 31, 2022. Approximately 48% of the increase in tons sold for the year ending December 31, 2023 is primarily attributable to an increase in tons sold from the Elk Creek Complex, with such increase primarily driven by the Company’s multi-year capital investment to increase capacity from 2.0 million to 3.0 million tons per year at the Elk Creek preparation plan, and approximately 52% of such increase is primarily attributable to an increase in tons sold from the Berwind Complex. The forecasted increase in tons sold at the Berwind Complex contemplates the effects of the Maben acquisition and the fact that the Berwind mine was back in production on March 1, 2023 after the July 2022 ignition event.

As of March 8, 2023, the date of our fourth quarter 2022 results update, the Company had approximately 2.6 million tons of  its forecasted sales for the year ending December 31, 2023 under contract with either fixed or variable prices. Approximately 63% of these 2.6 million tons have an average fixed price of $200 per ton and the remaining 37% are priced against various benchmark indices.

For both index linked sales, as well as planned 2023 production that has not yet been sold, the forward market prices for coal used in this analysis is generally based on the Platts East Coast indices. For this analysis, we assume the Platts East Coast index price will be an average of $265 per ton for the year ending December 31, 2023 compared to the $341 per ton we realized in the year ended December 31, 2022. The actual prices may vary from the prices we assumed for this analysis and any decrease in pricing would adversely effect our cash available for dividend. All dividend payments are subject to the discretion of our Board, the requirements of applicable law, any contractual restrictions on the payment of dividends and any prior rights and preferences that may be applicable to any outstanding preferred stock. See “Risk Factors—Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods,” “—Limitations on Cash Dividends and Our Ability to Change Our Cash Dividend Policy” and “Assumptions and Considerations—Sensitivity Analysis.”

Infrastructure Assets Revenue: CORE’s coal infrastructure assets currently consist of coal preparation plants at each of the Elk Creek Complex, the Berwind Complex and the Knox Creek Complex, as well as rail-car loading facilities at the Elk Creek Complex and the Berwind Complex. CORE’s infrastructure revenue will be calculated based on a fee of $5.00 per ton of coal processed and fee of $2.50 per ton of loaded coal using the CORE Assets. CORE’s per ton processing and loading fees will be subject to redetermination at the discretion of our Board. CORE will not be allocated any capital or operating costs. The infrastructure revenue associated with the existing CORE infrastructure assets is projected to increase by $9.7 million, or 57%, to $26.8 million for the year ending December 31, 2023 compared to $17.0 million in the pro forma year ended December 31, 2022. This increase is primarily attributable to increased production of coal from our fee-owned properties and which is processed and shipped through our infrastructure assets. We expect an increase in production of coal from our fee-owned properties primarily due to the combination of the Elk Creek preparation plant expansion and the re-start and ramp up of our Berwind mine.

Commodity prices. During the year ending December 31, 2023, our average expected realized price per short ton of coal is expected to decrease by $24, or (12%), to $182 compared to the average realized price of $208 per short ton FOB mine for the year ended December 31, 2022. CORE’s average realized price per short ton of coal FOB mine in the year ending December 31, 2023 is expected to be $182 compared to the weighted average Platts USEC HVA price of $265 per metric ton FOB port for the year ended December 31, 2023, based on our production volumes. Like the majority of U.S. producers, we report our pricing in short tons at the mine, whereas the indices are quoted in metric tons at the port. Our average realized price per short ton gives effect to the differentials between published coal prices and the prices actually expected to be received for the coal production. These differentials may vary significantly due to market conditions, transportation, gathering and processing costs, quality of production and other factors. The price increase reflected in the year ending December 31, 2023 forecast compared to the year ended December 31, 2022 is primarily attributable to a tighter global supply and demand dynamic, in large part due to the ongoing Russia-Ukraine conflict, which is impacting coal supply.

Cash available for dividend. We estimate a $3.59 million increase in cash available for dividends for the year ending December 31, 2023 to $9.23 million as compared to the $5.64 million available for the year ended December 31, 2022. Subject to the timing of the Distribution, we would anticipate the initial cash dividend payment to be made in the third quarter of 2023, based on actual second quarter of 2023 results. We estimate that cash available for dividend on our Class B common stock will be $2.28 million, $2.75 million and $2.63 million for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023, respectively, or $7.66 million for the year ending December 31, 2023. Each dividend will be based on actual results and paid the following quarter. We will adjust the amount of our Class B common stock dividend for the period from the closing of the Distribution through the end of the quarter in which the Distribution occurs, based on the actual length of the period. Dividends for the Class B common stock will not be paid for quarters prior to the Distribution.

Operations and Revenue

Coal revenues. Substantially all our revenues are a function of royalty revenue and infrastructure revenue. Our royalty revenues and infrastructure revenues for the year ended December 31, 2022 was $11.2 million and $17.0 million, respectively. We estimate that our royalty revenues and infrastructure revenues for the year ending December 31, 2023 will be $19.3 million and $26.8 million, respectively. For information on the effect of changes in prices and productions volumes, please read “—Sensitivity Analysis.”

Prices. The table below illustrates the relationship between average realized sales prices and the estimated weighted average of the monthly Platts USEC HVA coal prices per metric ton FOB port as of December 31, 2022 for the year ended December 31, 2022 and the year ending December 31, 2023 (held constant throughout the period):

⁽¹⁾ The Platts U.S. East Coast High-Vol A Index is in $ per metric ton FOB port, based on the forward curve as of December 31, 2022 for future periods.

⁽²⁾ Our price realizations are in short tons FOB mine, in-line with the majority of U.S. coal producers.

Capital Expenditures

We do not forecast any capital expenditures or acquisitions during the forecast period. Based on management’s analysis, we expect that, over the long term, CORE will not be allocated operating and capital costs relating to the CORE Assets and that CORE’s anticipated dividend will be based on the royalty income and CORE’s pro forma infrastructure revenue fees of $5.00 per ton of coal processed and $2.50 per ton of loaded coal using the CORE Assets. CORE’s per ton processing and loading fees will be subject to redetermination at the discretion of our Board.

Regulatory, Industry and Economic Factors

Our forecast for the year ending December 31, 2023 is based on the following significant assumptions related to regulatory, industry and economic factors:

Forecasted Dividends

We currently pay a quarterly cash dividend of $5.5 million per quarter ($22.0 million annualized) per share of Class A common stock. Subject to the timing of the Distribution, we would anticipate the initial cash dividend payment on our Class B common stock to be made in the third quarter of 2023, based on actual second quarter of 2023 results. We estimate that cash available for dividend on our Class B common stock will be $2.28 million, $2.75 million and $2.63 million for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023, respectively, or $7.66 million for the year ending December 31, 2023. Each dividend will be based on actual results and paid the following quarter. We will adjust the amount of our Class B common stock dividend for the period from the closing of the Distribution through the end of the quarter in which the Distribution occurs, based on the actual length of the period. Dividends for the Class B common stock will not be paid for quarters prior to the Distribution. All dividends are subject to the requirements of applicable law and will be reviewed quarterly and declared by our Board at its discretion. While we believe that the assumptions we have used in preparing the estimates set forth above are reasonable based upon management’s current expectations concerning future events, they are inherently uncertain and are subject to significant business, economic regulatory and competitive risks and uncertainties, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” that could cause actual results to differ materially from those we anticipate. If our actual results are significantly below forecasted results, or if our expenses are greater than forecasted, we may not be able to pay the forecasted annual dividend on all our outstanding Class B common stock in respect of the year ending December 31, 2023 or thereafter, which may cause the market price of our Class B common stock to decline materially. See “Risk Factors—Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods” for more information.

Sensitivity Analysis

Our ability to generate sufficient cash from operations to pay dividends to our Class B stockholders is based on the CORE Assets, which include (i) coal royalties, (ii) coal infrastructure revenue, (iii) Ramaco Carbon, and (iv) rare earth elements, and will vary based on commodity price changes and production volumes. In the table below, we demonstrate the impact that changes in commodity price changes and production volumes, while holding all other variables constant, would have on our ability to generate sufficient cash from our operations to pay quarterly dividends on our Class B common stock for the year ending December 31, 2023.

Commodity Price Changes

The following table shows estimated cash available for dividends under various assumed Platts USEC HVA coal prices per metric ton FOB port for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023 and various assumed production volumes. The amounts shown below are based on forecasted realized commodity prices that take into account our average Platts USEC HVA commodity price per metric ton FOB port differential assumptions and changes in our assumed production volume. We have 2.6 million tons of the Company’s expected sales for 2023, with 1.6 million tons of the contracted production priced at a fixed average price of $200 per ton, and the rest priced against various benchmark indexes which can fluctuate. In the chart below, royalty revenue sensitivity assumes all tons float with index for illustrative purposes.

For both index linked sales, as well as planned 2023 production that has not yet been sold, the forward market prices for coal used in this analysis are generally based on the Platts East Coast indices. The actual prices may vary from the prices we assumed for this analysis and any decrease in pricing would adversely affect our cash available for dividend. All dividend payments are subject to the discretion of our Board, the requirements of applicable law, any contractual restrictions on the payment of dividends and any prior rights and preferences that may be applicable to any outstanding preferred stock. See “Risk Factors—Dividends on our Class B common stock are discretionary and may fluctuate materially quarter to quarter. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future periods,” “—Limitations on Cash Dividends and Our Ability to Change Our Cash Dividend Policy” and “Assumptions and Considerations—Sensitivity Analysis.”

(1) Assumes 9,363,896 shares of Class B common stock.

(2) All dividend payments are subject to the discretion of our Board, the requirements of applicable law, any contractual restrictions on the payment of dividends and any prior rights and preferences that may be applicable to any outstanding preferred stock.

(3) Subject to the timing of the Distribution, we would anticipate the initial cash dividend payment to be made in the third quarter of 2023, based on actual second quarter of 2023 results. We estimate that cash available for dividend on our Class B common stock will be $2.28 million, $2.75 million and $2.63 million for the quarters ending June 30, 2023, September 30, 2023 and December 31, 2023, respectively, or $7.66 million for the year ending December 31, 2023. Each dividend will be based on actual results and paid the following quarter. Thus, it is expected that the final dividend of $2.63 million included in the $7.66 million above for 2023 will be paid out in the first quarter of 2024. We will adjust the amount of our Class B common stock dividend for the period from the closing of the Distribution through the end of the quarter in which the Distribution occurs, based on the actual length of the period. Dividends for the Class B common stock will not be paid for quarters prior to the Distribution.

USE OF PROCEEDS

We will not receive any proceeds from the distribution of our Class B common stock in the Distribution.

DESCRIPTION OF COMMON STOCK

The following summary description of our common stock does not purport to be complete and is subject to and qualified in its entirety by reference to the Delaware General Corporation Law (“DGCL”) and to our certificate of incorporation and bylaws. For a more complete understanding of our common stock, we encourage you to carefully read this entire prospectus, as well as our certificate of incorporation and our bylaws, copies of which are incorporated by reference to the registration statement of which this prospectus is a part.

Our certificate of incorporation currently provides that we may issue up to 260,000,000 shares of existing common stock, $0.01 par value per share, and up to 50,000,000 shares of preferred stock, $0.01 par value per share. At the special meeting, our stockholders approved the charter amendment proposal. Such amendment contemplates, among other things, (1) reclassifying our existing common stock as shares of Class A common stock, (2) creating a separate Class B common stock and (3) providing our board of directors the option, in its sole discretion, to exchange all outstanding shares of the Class B common stock into shares of Class A common stock based on an exchange ratio determine by a 20-day trailing volume-weighted average price for each class of stock. These amendments will become effective concurrent with the Distribution. Stockholders were not asked to vote for or against the Distribution at the special meeting and may not have the opportunity to vote on any subsequent distributions of Class B common stock in the future, with such determination to be made in the discretion of our Board and subject to applicable stock exchange rules and law. These amendments will become effective concurrent with the Distribution. As of March 16, 2023, we had 44,451,850 shares of existing common stock outstanding.

The Amended Charter provides that we may issue up to 225,000,000 shares of Class A common stock, $0.01 par value per share, 35,000,000 shares of Class B common stock, $0.01 par value per share, and up to 50,000,000 shares of preferred stock, $0.01 par value per share. Our Amended Charter will also provide that the holders of a majority in voting power of the outstanding shares of our stock entitled to vote thereon may vote to increase or decrease the number of authorized shares of preferred stock or common stock (but not below the number of shares thereof then outstanding).

Class A and Class B Common Stock

Concurrent with the Distribution, our existing common stock will be reclassified as Class A common stock in connection with the charter amendment proposal and the Class B common stock will be distributed to existing holders of the Class A common stock. Each holder of existing common stock will receive a distribution of 0.2 shares of Class B common stock for every one share of existing common stock held on the record date (with cash in lieu of any fractional share interests).

Voting Rights. Holders of shares of Class A common stock and Class B common stock are entitled to one vote per share held of record on all matters to be voted upon by the stockholders. The holders of Class A common stock and Class B common stock shall vote together as a single class on all matters submitted to a vote of the stockholders. The holders of Class A common stock and Class B common stock do not have cumulative voting rights in the election of directors.

Dividend Rights. Holders of shares of our Class A common stock are entitled to ratably receive dividends when and if declared by our Board out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred stock. Holders of shares of our Class B common stock are entitled to ratably receive a quarterly dividend tied to the financial performance of the CORE Assets, subject to the discretion of our Board, the requirements of applicable law, any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred stock. The timing and amount of dividends declared in future periods will depend on, among other things, (a) our earnings, earnings outlook, production, processing and shipping levels, financial condition, cash flow, cash requirements and our outlook on current and future market conditions, (b) our overall liquidity, (c) the restrictive covenants in the Credit Agreement and any future debt instruments that we may enter into and (d) provisions of applicable law governing the dividends. See “Cash Dividend Policy and Restrictions on Dividends” for more information.

Liquidation Rights. Upon our liquidation, dissolution, distribution of assets or other winding up, the holders of common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any of our outstanding shares of preferred stock. Holders of shares of our Class B common stock will not have any specific rights with respect to the CORE Assets.

Other Matters. The shares of Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the Class A common stock. The Amended Charter will permit our Board, in its sole discretion, to convert all of the outstanding shares of Class B common stock into shares of Class A common stock based on an exchange ratio determined by a 20-day trailing VWAP for each class of stock. All outstanding shares of our common stock are fully paid and non-assessable.

Treatment of Outstanding Equity Awards

We have granted to certain of our service providers equity awards of (i) options to purchase shares of our existing common stock, (ii) shares of our existing common stock that are subject to certain restrictions and to a risk of forfeiture, and (iii) restricted stock units, which represent the right to receive our existing common stock, cash with an equivalent value or a combination thereof, subject to vesting based on service and/or performance.

As a result of the charter amendment proposal, a holder of a then outstanding option award or a then-outstanding restricted stock unit award, in each case, with respect to our existing common stock, will instead hold a corresponding award with respect to our Class A common stock, with appropriate adjustments being made to determine the number of shares that may be acquired under (and, in the case of options, the applicable exercise subject to) each such new corresponding award. Upon exercise or settlement, as applicable, of each such new award in respect of our Class A common stock, the applicable holder will also be entitled to receive a distribution of 0.2 shares of our Class B common stock for every one share of our Class A common stock underlying such award.

As a result of the charter amendment proposal, a holder of a then-outstanding restricted stock award with respect to our existing common stock will instead hold a corresponding award with respect to our Class A common stock and a corresponding award with respect to our Class B common stock, with appropriate adjustments being made to determine the number of shares that may be acquired under each such new corresponding award.

These adjustments will be designed to preserve the value associated with the existing outstanding equity award prior to the Distribution. Except as described above, all of the terms of the new corresponding awards (including, without limitation, the vesting and forfeiture terms thereof) will, in all material respects, be the same as those of the corresponding existing outstanding equity award.

Anti-Takeover Effects of Provisions of Our Certificate of Incorporation, our Bylaws and Applicable Law

Some provisions of applicable law, our Amended Charter and our bylaws described below contain or will contain provisions that could make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or otherwise or removal of our incumbent officers and directors. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Law

We will not be subject to the provisions of Section 203 of the DGCL, regulating corporate takeovers for so long as Yorktown Partners LLC (“Yorktown”) and Energy Capital Partners Mezzanine, LLC (“ECP” and together with Yorktown, the “Sponsors”) and their respective affiliates individually or collectively beneficially own in the aggregate more than 15% of our existing common stock. In general, those provisions prohibit a Delaware corporation, including those whose securities are listed for trading on the NASDAQ, from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

Amended Charter and Bylaws

Provisions of our Amended Charter and our bylaws may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock.

Among other things, our Amended Charter and bylaws:

Forum Selection

Our Amended Charter provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:

Our Amended Charter also provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and to have consented to, this forum selection provision. Although we believe these provisions will benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against our directors, officers, employees and agents. The enforceability of similar exclusive forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in our Amended Charter is inapplicable or unenforceable.

Limitation of Liability and Indemnification Matters

Our Amended Charter limits the liability of our directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the DGCL. Delaware law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:

Any amendment, repeal or modification of these provisions will be prospective only and would not affect any limitation on liability of a director for acts or omissions that occurred prior to any such amendment, repeal or modification.

Our bylaws also provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. Our bylaws also permit us to purchase insurance on behalf of any officer, director, employee or other agent for any liability arising out of that person’s actions as our officer, director, employee or agent, regardless of whether Delaware law would permit indemnification. We have entered into and intend to enter into indemnification agreements with each of our current and future directors and officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the limitation of liability provision that are in our Amended Charter and the indemnification agreements facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.

Transfer and Distribution Agent and Registrar

Computershare, Inc. acts as our transfer and distribution agent and registrar for our shares of common stock.

Listing

Our existing common stock is listed on NASDAQ under the symbol “METC.” Although no assurance can be given, we intend to apply to list our Class B common stock on the NASDAQ under the symbol “METCB.”

LEGAL MATTERS

Kirkland & Ellis LLP, Houston, Texas, will pass upon the validity of the securities we are offering under this prospectus. If the validity of any securities is also passed upon by counsel for the underwriters of an offering of those securities, that counsel will be named in the prospectus supplement relating to that offering.

EXPERTS

The financial statements as of December 31, 2022, and for the year then ended incorporated in this prospectus by reference to the Annual Report, have been so incorporated in reliance on the report of MCM CPAs & Advisors LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The financial statements as of December 31, 2021, and for the year then ended incorporated in this prospectus by reference to the Annual Report, have been so incorporated in reliance on the report of Crowe LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. The financial statements for the year ended December 31, 2020 incorporated in this prospectus by reference to the Annual Report, have been so incorporated in reliance on the report of Briggs & Veselka Co., independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The information regarding estimated quantities and quality of our proven and probable coal reserves and technical report summaries incorporated in this prospectus by reference to the Annual Report is based, in part, on estimates included in reports provided by Weir International, Inc., mining, geology and energy consultants and True Line, Inc., independent mining engineers.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Ramaco Resources, Inc. files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements and other information that we file electronically with the SEC at www.sec.gov, from which interested persons can electronically access the registration statement, of which this prospectus is a part, including the exhibits and schedules thereto. The reports and other information we file with the SEC also are available through our website at www.ir.ramacoresources.com. The information on our website is not part of this prospectus, other than documents that we file with the SEC that are incorporated by reference in this prospectus.

We have filed with the SEC a registration statement on Form S-1, of which this prospectus is a part, under the Securities Act with respect to the securities. This prospectus does not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information concerning the Company and the securities, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance, reference is made to the copy of such contract or documents filed as exhibits to the registration statement, each such statement being qualified in all respects by such reference.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows “incorporation by reference” into this prospectus of information that we file with the SEC. This means that we can disclose important information by referring you to those documents. Any information referred to in this way is considered part of this prospectus from the date we file that document. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus.

We incorporate by reference into this prospectus and the registration of which this prospectus is a part the following documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

All documents that we file (but not those that we furnish) pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus and will automatically update and supersede the information in this prospectus, and any previously filed documents. In addition, all documents that we file (but not those that we furnish) pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and prior to the termination of the offering of any of the securities covered under this prospectus shall be deemed to be incorporated by reference into this prospectus and will automatically update and supersede the information in this prospectus, the applicable prospectus supplement and any previously filed documents.

In addition to accessing the above information through the SEC’s website at www.sec.gov, we will provide without charge to each person to whom this prospectus is delivered, upon written or oral request, a copy of any or all documents referred to above which have been incorporated by reference into this prospectus, excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. Written or telephone requests should be directed to Ramaco Resources, Inc., 250 West Main Street, Suite 1900, Lexington, Kentucky 40507, telephone number (859) 244-7455. We maintain a website at www.ramacoresources.com.com. You may access our Annual Report, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after this material is electronically filed with, or furnished to, the SEC. Information contained on, or that is or becomes accessible through, our website does not constitute a part of this prospectus. The reference to our website or web address does not constitute incorporation by reference of the information contained at that site.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table shows the fees and expenses payable by us in connection with the sale and distribution of the securities being registered hereby. All amounts except the SEC registration fee are estimated.

*       Estimated expenses are not presently known.

Item 14. Indemnification of Directors and Officers.

Section 145 of the DGCL provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A similar standard is applicable in the case of derivative actions (i.e., actions by or in the right of the corporation), except that indemnification extends only to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation.

Our Amended Charter and our bylaws contain provisions that limit the liability of our directors and officers for monetary damages to the fullest extent permitted by the DGCL. Consequently, our directors are not personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except liability:

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors or officers of corporations, then the personal liability of our directors and officers will be further limited to the fullest extent permitted by the DGCL.

In addition, we have entered into indemnification agreements with our current directors and officers containing provisions that are in some respects broader than the specific indemnification provisions contained in the DGCL. The indemnification agreements will require us, among other things, to indemnify our directors against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and officers.

We maintain liability insurance policies that indemnify our directors and officers against various liabilities, including certain liabilities under arising under the Securities Act and the Exchange Act that may be incurred by them in their capacity as such.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 15. Recent Sales of Unregistered Securities.

Not applicable.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. The Exhibits to this registration statement are listed on the exhibit index, which appears elsewhere herein and is incorporated herein by reference.

(b) Financial Statement Schedules. Not applicable.

Item 17. Undertakings.

provided, however, that paragraphs (a)(l)(i), (a)(l)(ii) and (a)(l)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 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 March 20, 2023.

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the date indicated.