Are there any lock‑up or registration rights agreements that could affect future share sales or price pressure?
Answer
Based on the press‑release you supplied, the only information disclosed about the transaction is that Ram‑a‑Co Resources, Inc. (“Ramaco Resources”) closed its previously announced underwritten public offering of 10,666,667 shares of Class A common stock, raising roughly $200 million. The release does not contain any explicit details about:
- Lock‑up agreements (e.g., a period during which the selling shareholders or the underwriters are prohibited from selling or otherwise transferring the newly issued shares).
- Registration‑rights agreements (e.g., rights that obligate the company to register a certain amount of shares for resale in the future, or that give investors the ability to demand registration of their shares).
Because those matters are not mentioned in the brief announcement, we cannot confirm from this document whether such agreements exist, what their terms might be, or how long they might last.
What is typically included in an offering of this size, and why it matters
| Typical Provision | Why it matters for future share sales / price pressure |
|---|---|
| Lock‑up period (often 30‑90 days, sometimes up to 180 days) imposed on the selling shareholders, the company’s insiders, and the underwriters. | Prevents a sudden wave of shares hitting the market immediately after the offering, which can help support the post‑offering price. |
| Underwriter “greenshoe” (overallot) option – may allow the underwriters to purchase additional shares (often up to 15 % of the offering) within a short window (typically 30 days). | If exercised, it can increase the total float and may create modest short‑term selling pressure, but the option is designed to stabilize the price. |
| Registration‑rights agreements – often granted to institutional investors who receive shares in the offering. They may include “demand” or “sell‑on‑demand” rights that let them require the company to register a set number of shares for resale at a later date (e.g., 12‑month, 24‑month, or 36‑month windows). | When the registration rights are exercised, a sizable secondary‑sale registration statement can be filed with the SEC, potentially adding a large amount of tradable shares to the market and exerting downward pressure on the price. |
| Rule 144 resale restrictions – if the shares are considered “restricted” (e.g., received in a private placement), they can only be sold under Rule 144 after a holding period (typically 6 months for “restricted” securities, 1 year for “control” securities). | Delays the ability of those shareholders to freely trade, limiting immediate supply‑side pressure. |
Given the $200 million size of the offering and the 10.7 million shares sold, it is reasonable to expect that at least one of the standard mechanisms above was put in place, but the exact terms would be disclosed in the definitive offering documents (e.g., the S‑1 or S‑3 registration statement, the prospectus supplement, and any accompanying “Lock‑up Agreement” filed with the SEC). Those documents are typically:
- Filed with the SEC (e.g., Form S‑1, Form S‑3, Form 8‑K) and available on SEC.gov under the company’s filings.
- Included in the underwriting agreement that the press release references but does not reproduce.
How to verify whether lock‑up or registration‑rights agreements exist for Ramaco Resources
Search the SEC’s EDGAR database for Ramaco Resources’ filings around the offering date (e.g., late July 2025 – early August 2025). Look for:
- Form S‑1 or S‑3 (the registration statement for the offering).
- Form 8‑K (often used to disclose the closing of a public offering and may attach the underwriting agreement).
- Prospectus Supplement (if the offering was a follow‑‑on to a prior registration).
- Form S‑1 or S‑3 (the registration statement for the offering).
Locate the “Lock‑up Agreement” (usually a separate exhibit in the filing). It will spell out:
- Which parties are subject to the lock‑up (e.g., the company’s insiders, the selling shareholders, the underwriters).
- The duration (e.g., 30 days, 90 days, 180 days).
- Any exceptions (e.g., “permitted transfers” to affiliates).
- Which parties are subject to the lock‑up (e.g., the company’s insiders, the selling shareholders, the underwriters).
Identify any “Registration‑Rights Agreement” (often an exhibit titled “Registration Rights Agreement” or “Demand Registration Rights”). It will detail:
- The type of right (demand, “sell‑on‑demand”, “piggy‑back”).
- The number of shares that can be registered under the agreement.
- The time windows (e.g., “within 12 months after the date of the offering”).
- The type of right (demand, “sell‑on‑demand”, “piggy‑back”).
Check the “Overallot” (greenshoe) option – the underwriting agreement will state whether the underwriters have the right to purchase additional shares and the exercise period (typically 30 days). If exercised, the total number of shares outstanding will increase, potentially affecting supply.
Read the “Risk Factors” and “Liquidity” sections of the prospectus. Companies often discuss the impact of lock‑up expirations and registration‑rights on future market liquidity and price volatility.
Potential impact on future share sales and price pressure
| Scenario | Potential effect on the market |
|---|---|
| Lock‑up expires (e.g., 90 days after the offering) | A wave of insider or institutional sales could surface, adding up‑front selling pressure. Historically, many stocks see a modest dip when a large lock‑up lifts. |
| Underwriters exercise the greenshoe (e.g., within 30 days) | The float expands by up to 15 % of the original offering, which can temporarily increase supply but is designed to stabilize the price by allowing the underwriters to purchase shares at the offering price. |
| Registration‑rights demand is exercised (e.g., 12‑month window) | The company must file a Form S‑4 or Form 8‑K to register a block of shares for resale. When the registration statement becomes effective, a large secondary‑sale can occur, potentially pressuring the price downward if the market absorbs the added supply. |
| Rule 144 resale restrictions (if any shares are “restricted”) | Limited ability to sell for at least 6‑12 months, which reduces immediate supply‑side pressure. Once the holding period lapses, those shares could be sold, adding to the float. |
Bottom line
- The press release you provided does not disclose any lock‑up or registration‑rights terms.
- Standard practice for a $200 million, 10.7 million‑share underwritten offering would normally include at least a short‑term lock‑up (30‑90 days) and possibly a greenshoe option.
- Whether there are registration‑rights agreements (demand or “sell‑on‑demand”) is unknown from this release and must be verified in the SEC filing package for the offering.
To obtain a definitive answer:
- Review Ramaco Resources’ SEC filings (Form S‑1, Form 8‑K, prospectus supplement, underwriting agreement) for the exact lock‑up period, any registration‑rights provisions, and the overallot option.
- If you locate those exhibits, you can determine precisely when and how much of the newly issued shares could re‑enter the market, and thus assess the likely price‑pressure dynamics as those agreements mature.
If you need assistance locating the specific SEC documents or interpreting any particular clause you find, feel free to let me know and I can walk you through the relevant sections.