Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2023

Ramaco Resources, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware	001-38003	38-4018838
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

250 West Main Street, Suite 1900

Lexington, Kentucky 40507

(Address of principal executive offices)

Registrant’s telephone number, including area code: (859) 244-7455

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.01 par value	METC	NASDAQ Global Select Market
9.00% Senior Notes due 2026	METCL	NASDAQ Global Select Market
Class B common stock, $0.01 par value	METCB	NASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 4.01 Change in Registrant’s Certifying Accountants.

On November 1, 2023, Ramaco Resources, Inc. (the “Company) received notice from its accounting firm, MCM CPAs & Advisors LLP (hereinafter “MCM”) that it had been acquired by Cherry Bekaert LLP (hereinafter “Cherry Bekaert”). As a result of the acquisition, the Company’s engagement letter with MCM was assigned to Cherry Bekaert, and the services set forth in the Company’s engagement letter will be fulfilled by Cherry Bekaert.

As described below, the change in the Company’s independent registered public accounting firm is not the result of any disagreement with MCM.

Prior to the acquisition, the Company did not consult with Cherry Bekaert regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by Cherry Bekaert on the Company’s financial statements, and Cherry Bekaert did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.

MCM’s audit reports on the financial statements for the year ended December 31, 2022 (MCM did not provide an audit report on the financial statements for the year ended December 31, 2021) did not provide an adverse opinion or disclaimer of opinion to the Company’s financial statements, nor modify its opinion as to uncertainty, audit scope or accounting principles.

During the fiscal year ended December 31, 2022 (MCM did not provide an audit report on the financial statements for the year ended December 31, 2021) and the interim periods through November 1, 2023, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and MCM on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to MCM’s satisfaction, would have caused MCM to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company provided Cherry Bekaert with a copy of the disclosures in this Form 8-K and has requested that Cherry Bekaert furnish the Company with a letter addressed to the Securities and Exchange Commission (“SEC”), stating whether it agrees with the statements made herein and if not, stating in what respects it does not agree. A copy of this letter will be filed as an Exhibit 16.1 of this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
16.1		Letter dated November 6, 2023 from Cherry Bekaert LLP to the SEC
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Ramaco Resources, Inc.

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

Date: November 6, 2023

Exhibit 16.1

November 6, 2023

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Dear Sir/Madam:

We have read Item 4.01 of Ramaco Resources, Inc.’s Form 8-K dated November 6, 2023, and are in agreement with the statements relating only to Cherry Bekaert LLP and MCM CPAs & Advisors LLP contained therein.

Very truly yours,

/s/ Cherry Bekaert LLP

Louisville, Kentucky

Cover	Nov. 01, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 01, 2023
Entity File Number	001-38003
Entity Registrant Name	Ramaco Resources, Inc.
Entity Central Index Key	0001687187
Entity Tax Identification Number	38-4018838
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	250 West Main Street
Entity Address, Address Line Two	Suite 1900
Entity Address, City or Town	Lexington
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40507
City Area Code	859
Local Phone Number	244-7455
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, $0.01 par value
Trading Symbol	METC
Security Exchange Name	NASDAQ
9.00% Senior Notes due 2026 [Member]
Document Information [Line Items]
Title of 12(b) Security	9.00% Senior Notes due 2026
Trading Symbol	METCL
Security Exchange Name	NASDAQ
Common Class B [Member]
Document Information [Line Items]
Title of 12(b) Security	Class B common stock, $0.01 par value
Trading Symbol	METCB
Security Exchange Name	NASDAQ