Non-GAAP measures

We respectfully acknowledge the Staff’s comment. • Confirm that you will disclose prior year comparative information; We confirm that we have provided prior year comparative information related to adjusted diluted net loss per share for our most recently filed earnings release for the period ended September 30, 2025, furnished with the Commission on October 27, 2025 under Item 2.02 of our Current Report on Form 8-K (the “ Q3 2025 Earnings Release ”), and will continue to do so in future filings. • Confirm that you will disclose, at a similar level as you provided in your response letter dated September 18, 2025, the reasons why management believes that adjusting for income/loss relating to equity method securities and the gain/loss on debt securities carried at fair value in arriving at adjusted diluted net loss per share provides useful information to investors; and We respectfully…

The Company acknowledges the Staff’s comment and we have added footnote (a) to the reconciliation table on page 71 of the Registration Statement. We have included the footnote below for your ease of reference. “(a) Primarily comprised of one-time expenses for consulting services in connection with establishing Atmus as a stand-alone public company: Information Technology $ 5.0 Human Resources 2.3 All Other 1.7 $ 9.0 ” The Company believes that these adjustments do not result in a non-GAAP measure that is misleading because items described as “one-time separation costs” are costs that are needed to establish Atmus as a stand-alone public company, but will not be recurring costs to operate the business. Consulting services received for establishing benefit plans and information technology system solutions are two of the largest costs. These costs are not considered normal cash operating…

We respectfully acknowledge the Staff’s comment and advise the Staff that, as of the date hereof, the Company expects to incur maintenance capital expenditures of $39.6 million and $40.6 million in 2023 and 2024, respectively. On an average basis (i.e. $40.1 million), such amounts represent a decrease of 5.2% compared to 2021 and a decrease of 17.0% compared to 2022. The decrease in maintenance capital expenditures in 2023 and 2024 relative to 2022 is due to a significant increase in fleet size that occurred in 2018 and 2014 that had reached their scheduled maintenance interval, which occurs every four years. • Disclosure on page 75 indicates that the combined amount of maintenance and growth capital expenditures was $245.5 million for the year ended December 31, 2022. Please reconcile this amount to the line item ‘Purchase of capital assets’ reported on the statement of cash flows of…

We have reviewed Item 10(e)(1)(ii)(A) of Regulation SK. We believe Working Capital is a GAAP term intended to convey the short-term liquidity of a company and is not the same as “Primary Operating Capital” (POC). Working Capital is calculated by subtracting current liabilities from current assets. Positive Working Capital generally indicates that a company can fund its current operations and other priorities such as future growth. Working Capital is fundamentally different than the Company’s POC Key Performance Indicator (KPI) that is used by the Company to measure asset intensity rather than liquidity. The POC KPI metric is defined as the level of POC, and its ratio to net sales. The Company defines POC as accounts receivable, plus inventories, minus accounts payable. The resulting net amount is divided by the trailing three-month net sales (annualized) to derive a POC percentage. We…

We agree with the comment and have revised our filing accordingly. Additionally, we have submitted a draft of the 2022 earnings 8-K for review. Regards, Kirk P. Taylor, CPA Chief Financial Officer American Resources Corp 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): March 30, 2023 AMERICAN RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Florida 000-55456 46-3914127 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 12115 Visionary Way, Suite 174, Fishers Indiana, 46038 (Address of principal executive offices) (317) 855-9926 (Registrant’s telephone number, including area code) ________________________________________________ (Former…

We agree with the comment and have revised our filing accordingly. Additionally, we have submitted a draft of the 2022 earnings 8-K for review. Regards, Kirk P. Taylor, CPA Chief Financial Officer American Resources Corp

We will remove from future filings the table of cash flows from operating activities included in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, Discussion of Operating, Investing, Financing Cash Flows which includes the presentation of cash flows from operations before changes in operating assets and liabilities. We will revise our disclosures in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, Discussion of Operating, Investing, Financing Cash Flows in future filings to discuss cash flows from operating activities as presented in our GAAP based consolidated statements of cash flows. Consolidated Financial Statements Consolidated Balance Sheets, page F-4

We considered Question 100.4 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, which is presented below: "Question 100.04 Question: Can a non-GAAP measure violate Rule 100(b) of Regulation G if the recognition and measurement principles used to calculate the measure are inconsistent with GAAP? Answer: Yes. By definition, a non-GAAP measure excludes or includes amounts from the most directly comparable GAAP measure. However, non-GAAP adjustments that have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP would be considered individually tailored and may cause the presentation of a non-GAAP measure to be misleading. Examples the staff may consider to be misleading include, but are not limited to: • changing the pattern of recognition, such as including an adjustment in a non-GAAP performance measure…

In future filings, in our Use of Non-GAAP Measures disclosures, we will expand our description of the adjustments for net increase or decrease in production and related loans and our production tax credit facility to further clarify the nature of these adjustments. Specifically, we will clarify that the cost of producing films and television programs, which is reflected as a reduction of the GAAP based cash flows provided by (used in) operating activities, is often financed through production loans. The adjustment for production and related loans is made in order to better align the timing of the cash flows associated with producing films and television programs with the timing of the repayment of the production loans, which is consistent with how management views its production cash spend and manages the Company's cash flows and working capital needs. Borrowings on production loans…

The Company acknowledges the Staff’s comment and will remove warrant contra revenue adjustments from its non-GAAP measures in future financial releases and future filings with the Commission. ***** In connection with our response to the Staff's comments, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff. Should you have any questions or comments with respect to the above, or believe that a call would be helpful, please do not hesitate to contact me at (415) 377-6101. Sincerely, /s/ Daniel Fleming Name: Daniel Fleming Title: Chief Financial Officer

The Company respectfully acknowledges the Staff’s comment and submits that, based on Item 10 of Regulation S-K and the relevant Staff guidance, the adjustments to its non-GAAP metrics for “Other Expenses” are directly attributable to the COVID-19 pandemic and are non-recurring, incremental to normal operations and based on actual amounts. The Company views the COVID-19 pandemic as a once in a lifetime occurrence that is not reasonably likely to recur. Therefore, the Company concluded for the period from Q3 2021 to Q3 2022, it was appropriate to exclude only items that were directly attributable to COVID-19 and were: • Incremental to charges incurred prior to COVID-19; • Not expected to recur once the pandemic subsides; and • Clearly separable from normal operations The Company determined that the adjustments for the excess shipping costs and project charges are incremental to normal…

In the tables summarizing the results of operations of certain of its segments, the Company has historically included a line item labeled net revenue, which represents the mathematical result of subtracting freight and delivery costs from gross revenue, as reported. The intent of this presentation has not been to change the recognition and measurement principles applied in accordance with GAAP or to substitute an individually tailored non-GAAP measure for the appropriate GAAP measure. In fact, our presentation has always shown the appropriate GAAP measure in a line item appearing above net revenue. Moreover, the narrative discussion of segment results that follows the tables has focused solely on the GAAP measure, and has not mentioned or discussed changes in net revenue or the reasons for the same. We believe this information is helpful in understanding the nature of our sales…

Ashland’s use of non-GAAP measures were disclosed on pages M-12 and M-13 within the Form 10-K for Fiscal Year Ended September 30, 2022 and the reconciliations for free cash flow and other liquidity resource disclosures were on pages M-27 and M-28. Within those disclosures, Ashland has provided a quantitative reconciliation for both “Adjusted EBITDA” and “Ongoing free cash flow”. “Ongoing free cash flow conversion” is the percentage derived from “Ongoing free cash flow” divided by “Adjusted EBITDA”. In response to the Staff’s comment, Ashland will provide the supplemental disclosures as illustrated below. We will also enhance our disclosures for why management believes the presentation of “ongoing free cash flow conversion” provides useful information to investors. The additional disclosure presentation changes have been bolded and underlined for ease of reference. Ashland will begin…

The Company acknowledges the Staff’s comment. In response to the first bullet, the Company respectfully advises the Staff that consolidated operating income (loss) amounts in the Filing are calculated as (i) Beer Segment operating income (loss), plus (ii) Wine and Spirits Segment operating income (loss), plus (iii) Corporate Operations and Other Segment operating income (loss), minus (iv) Comparable Adjustments to Consolidated operating income (loss). In response to the second bullet, the Company respectfully advises the Staff that consolidated income (loss) from unconsolidated investment amounts in the Filing are calculated as (i) Wine and Spirits Segment income (loss) from unconsolidated investments, plus (ii) Corporate Operations and Other Segment income (loss) from unconsolidated investments, plus (iii) Canopy equity earnings (losses), minus (iv) Comparable Adjustments to…

The Company acknowledges the Staff’s comment. After considering the applicable guidance related to the use of non-GAAP financial measures set forth in Questions 100.05, 103.01, and 103.02 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, the Company respectfully advises the Staff that in future filings the Company will remove Consolidated EBIT from the tabular presentation of the renamed “Summarized Segment Information” section. United States Securities and Exchange Commission March 9, 2023 Page 3 The Company respectfully advises the Staff that EBIT (earnings before interest and taxes) is calculated as Net income (loss) attributable to CBI, excluding (i) Net income (loss) attributable to noncontrolling interests, (ii) Provision for (benefit from) income taxes, (iii) Loss on extinguishment of debt, and (iv) Interest expense.…

The Company acknowledges the Staff’s comment. After considering the applicable guidance related to the use of non-GAAP financial measures set forth in Question 102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, the Company respectfully advises the Staff that in future filings the Company would anticipate using the proposed presentation in Appendix B attached hereto, as appropriate, subject to developments between the date hereof and the date of such future filings.

The Company acknowledges the Staff’s comment. After considering the applicable guidance related to the use of non-GAAP financial measures set forth in Item 10(e)(1)(i)(B) of Regulation S-K and Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, the Company respectfully advises the Staff that in future filings the Company would anticipate using the proposed presentation in Appendix C attached hereto, as appropriate, subject to developments between the date hereof and the date of such future filings. To provide further clarity regarding the nature of the comparable adjustments, the proposed presentation in Appendix C includes a separate line-item quantification and description of each comparable adjustment. In instances where it may not be apparent from the line-item description of a comparable adjustment, the…

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company believes its presentation of certain non-GAAP financial measures in which the Company excludes the impact of Canopy, an equity method investment, complies with the applicable guidance related to the use of non-GAAP financial measures set forth in Question 100.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. The Company considered the following in determining that the exclusion of the impact of Canopy is not an individually tailored recognition and measurement method as described in Question 100.04 as it does not: (i) change the pattern of recognition, (ii) reflect parts, but not all, of an accounting concept, or (iii) change the basis of accounting. In addition, the exclusion of the impact of Canopy neither adds transactions…

The Company acknowledges the Staff’s comment and in future filings the Company will disclose the most comparable GAAP measure “Net Loss Margin” with equal or greater prominence to the Non-GAAP measure “Adjusted EBITDA Margin” and will provide a reconciliation of Net Loss Margin to Adjusted EBITDA margin.

The Company acknowledges the Staff’s comment and in future filings the Company will disclose why we believe the Non-GAAP measure “Center EBITDA” is meaningful to potential investors, as well as the additional purposes that this measure is used by management, substantially as set forth below: “Center EBITDA is calculated by (i) adding back to Adjusted EBITDA that portion of the selling, general and administrative expenses which does not directly relate to the operations of our bowling centers and (ii) removing from Adjusted EBITDA income or losses which do not directly relate to the operations of our bowling centers. In addition to the adjustments used to calculate Adjusted EBITDA, items excluded from Center EBITDA include the impact of Media & Other Income, which represents income that does not directly relate to the operations of the bowling centers or the ability of our centers to…

In response to the Staff’s Comment, Marti has revised the “Pre-depreciation Gross Profit per Ride” metric to “Pre-depreciation Contribution” throughout Amendment No. 1 in order to distinguish it from Marti’s gross profit as measured by U.S. GAAP. In making this change, Marti considered whether this results in the presentation of a non-GAAP measure that substitutes individually tailored recognition and measurement methods for those of GAAP. Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations states that “non-GAAP adjustments that have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP would be considered individually tailored and may cause the presentation of a non-GAAP measure to be misleading.” The examples given for why non-GAAP measures may be misleading refer to changing the…

In response to the Staff’s comment, the Company has revised the disclosure on page 225 of Amendment No. 1. 41.

We respectfully acknowledge the Staff’s comment and propose revising our disclosure prospectively only. We have removed the Non-GAAP Financial Measures section from our 2022 Annual Report on Form 10-K that we plan to file on February 28, 2023. We have also removed ​ ​ the adjustment for purchase commitments in our tabular disclosure of non-GAAP financial measures in our earnings release included as an exhibit to our Current Report Form 8-K that we plan to file on February 28, 2023 and will include this information as a supplementary footnote to the revised non-GAAP financial measures section in the Form 8-K submissions for ease of reference for our investors. We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments about this letter or need any further information, please call the undersigned at (610) 316-5250. Very truly yours, ​ ​ ​…

In response to the Staff’s comment, the LIFO decrement charge was a result of the significant reduction in inventory during FY 2021. As required by the LIFO inventory method, the impact of the decrement was calculated by measuring the difference between the current costs of inventories included in costs of sales and the price index of each layer that was liquidated as a result of the FY 2021 inventory reduction or decrement. In total and as the Staff has indicated, the current costs of LIFO valued inventories are significantly higher, however the layers associated with historical increments are higher or lower than current costs depending on the values at the time those LIFO layers were established. In the case of FY 2021, the decrement, which resulted in a charge as opposed to a benefit, was driven by LIFO layers that were liquidated that included a significant layer built in FY 2012…

In response to the Staff’s comment, the title of our non-GAAP liquidity measure will be revised to “adjusted free cash flow” in future filings. Consolidated Financial Statements

The Company has reassessed the guidance in Question 100.01 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations as updated December 13, 2022 and believes that its Adjusted EBITDA metric, considered with the information accompanying its non-GAAP financial measures and other accompanying discussion of its non-GAAP financial measures, does not contain an untrue statement of material fact or omit to state a material fact necessary in order to make the presentation of its measures, in light of the circumstances in which they are presented, not misleading. The Company respectfully advises the Staff that the Company views de novo centers as opportunistic and discretionary components that may be part of the Company’s growth 2 strategy at any given time, but that such de novo centers are not a part of the Company’s normal operations. At any time, the Company could cease…

The Company advises the Staff that, within the acquisition and divestiture costs that we reported in our Non-GAAP measures for the fiscal year ended March 31, 2022 in our Form 10-K, there were no employee retention costs related to periods that extended beyond one year of the acquisition date. In response to the Staff´s comment, the Company acknowledges Question 100.01 of the Non-GAAP Compliance and Disclosure Interpretations (“C&DIs”), as well as Rule 100(b) of Regulation G to which Question 100.01 relates. The Company respectfully advises the Staff that the Company has considered the foregoing guidance and believes that its presentation of non-GAAP financial measures that adjust for acquisition and divestiture costs, including compensation expenses associated with employee retention, relate directly to such acquisitions and divestitures, and are not part of our normal, recurring cash…

The Company acknowledges the Staff’s comment and submits that, taking into account guidance provided in Questions 100.01 and 102.03 of the Compliance and Disclosure Interpretations (as updated on December 13, 2022), it clarified in its non-GAAP measures disclosure in the Quarterly Report to state that some of the excluded items involve cash outlays and some of them recur on a regular basis but that management does not believe any such items are normal operating expenses necessary to generate bitcoin related revenues. The Company also notes that it removed any disclosure implying that all such adjustments were non-recurring. The Company further submits that the new disclosure specifically identifies each adjustment to Adjusted EBITDA, including each non-cash line item, and each such item is quantified in the reconciliation table. The Company further notes that similarly modified the…

A-Mark acknowledges the Staff’s comment and advises the Staff that in future filings, the Company will disclose the most directly comparable GAAP measure with equal or greater prominence. Item 7A. Quantitative and Qualitative Disclosures About Market Risk, page 55

The Company respectfully acknowledges the Staff’s Comment and informs the Staff that it will remove these adjustments from its non-GAAP financial measures in future filings. * * * Page 1 Please contact me with any questions or further comments regarding our response to the Staff’s

In response to Comment No. 2 and in furtherance of the telephone conversations held among the Staff, the Company and representatives of Morgan, Lewis & Bockius LLP and Ernst & Young LLP, as applicable, set forth below is a supplemental response. After further evaluation of our application of ASC 280, we have reevaluated our operating segments in the fourth quarter of 2022 given the discrete financial information included in our monthly financial reporting packages provided to our CODM. This discrete financial information included separate income statements for the following four components of our business: U.S. Marketplace, CarOffer, United Kingdom and Canada. As such, we have concluded that as of December 31, 2022, the foregoing four components represent four operating segments. In determining our reportable segments, we have applied the quantitative threshold guidance outlined in ASC…

The Company acknowledges the Staff’s comment. With respect to future contract termination/restructuring gains/losses or minimum volume guarantees, we may continue to adjust for those items in future periods to the extent they relate to significant contractual events of the type referred to in the Staff’s comment. That said, we would not include as adjustments cash charges/gains related to those events that are considered normal, recurring cash operating expenses. ****************** In connection with responding to the Staff’s comment, the Company acknowledges that: • The Company is responsible for the adequacy and accuracy of the disclosure in its filings; • Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and • The Company may not assert Staff comments as a defense in any…

We acknowledge your comment and direction, and we will revise our presentation in future annual and quarterly reports and, as applicable, our Form 8-K reports to reconcile EBITDA and Adjusted EBITDA to net income. You may contact me at (513) 793-3200 with any questions. Sincerely, LSI INDUSTRIES INC. By: /s/ James E. Galeese James E. Galeese Chief Financial Officer cc: F. Mark Reuter, Keating Muething & Klekamp PLL

We have revised the disclosure on page 94-95 of Amendment No. 1, to include reconciliations, descriptions and footnotes as requested by the Staff. We note that the non-GAAP measure included in the calculations is Adjusted EBITDA, which management believes to be useful to investors as a measure of the financial performance of the Company on a recurring basis. Ms. Block and Mr. Brown U.S. Securities and Exchange Commission February 10, 2023 Page 6

We acknowledge the Staff’s comment and respectfully respond that the proforma financial information on pages 120-122 of Amendment No. 1 is based on historical information of KWAC and WMS and that the unaudited proforma adjustments are based on information that is currently available and disclosed in the notes to the pro forma information. We further respond that the proforma information on pages 120-123 of Amendment No.1 is prepared to present the balance sheet and income statement on a post-closing basis, and the proforma information on page 95 of Amendment No. 1 was used for purposes of evaluating the target opportunity and therefore does not include information related to KWAC or any adjustments related to the merger and the closing of the transaction. Ms. Block and Mr. Brown U.S. Securities and Exchange Commission February 10, 2023 Page 7 Unaudited Pro Forma Condensed Combined…

The Company respectfully acknowledges the Staff’s comment and advises the Staff that in future filings, the Company will remove the references to NWC and NWC as a percentage of annualized sales and use instead the ASC Master Glossary definition of net working capital (i.e., current assets less current liabilities) to measure and discuss the Company’s liquidity. Consolidated Statements of Operations, page 55

We have reviewed Item 10(e)(1)(ii)(A) of Regulation S-K and the third bullet of Question 102.10(a) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Our use of the “primary working capital” metric is more appropriately categorized as a key performance indicator (KPI) used to measure the asset intensity and operating efficiency of our business on a company-wide basis that management can monitor and analyze over time. We will revise our description to this effect in future filings, cease referring to the term as a liquidity measure based on the guidance provided under Item 10(e)(1)(ii)(A) of Regulation S-K and remove any discussion of primary working capital from the “Liquidity and Capital Resources” section of the Company’s MD&A. To the extent that we use this KPI in future filings, we will identify it as “primary operating capital” and will discuss its…

We have reviewed Item 10(e)(1)(i)(A) of Regulation S-K and Questions 102.10(a) and Question 103.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. In connection with future earnings releases, we will ensure that, when we present or discuss non-GAAP financial measures, the corresponding GAAP financial measures are presented or discussed with equal or greater prominence.

We have reviewed Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.10(b) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. In response to the Staff’s comment, we intend in future filings, as applicable, to add certain additional disclosures to clarify the fact that the Company is relying on the “unreasonable efforts” exception in Item 10(e)(1)(i)(B) of Regulation S-K and to identify more specifically any information that is unavailable and its probable significance. The Company anticipates that these additional disclosures will include the following: • Add the following disclosure to the lead in paragraphs under the heading “Reconciliations of GAAP to Non-GAAP Financial Measures” of the Company’s earnings release: EnerSys does not provide a quantitative reconciliation of the company’s projected range for adjusted diluted earnings per share for the x…

The Company acknowledges the Staff’s comment and will remove the pre-opening expenses from Adjusted EBITDA in future filings. Should any questions arise in connection with the filing or this response letter, please contact the undersigned at (972) 813-1151. Sincerely, DAVE & BUSTER’S ENTERTAINMENT, INC. /s/ Michael Quartieri Name: Michael Quartieri Title: Chief Financial Officer

The Company acknowledges the Staff’s comment. We are providing below a summary of the nature of the adjustments identified in the comment and the reasons management believes that the adjustments provide our shareholders and other interested parties with meaningful supplemental information. We also are providing a sample of additional disclosure that we intend to include in future filings relating to the adjustments identified in the comment. We believe our non-GAAP financial measures are relevant and useful for management, shareholders, and other interested parties because they provide supplemental information that management believes reflect our core operating performance and cash flows unaffected by the impact of certain items that management does not believe are indicative of our ongoing and core operating activities. When reviewed in conjunction with our GAAP results and our…

We exclude the impact of our accounts receivable financing program from our adjusted cash provided by operating activities from continuing operations as management believes our shareholders and other interested parties view the program as a financing instrument. Nonetheless, the program meets the requirements for treatment as a sale of accounts receivable in accordance with Accounting Standards Codification 860, Transfers and Servicing , which requires classification of the program’s cash transactions as operating activities on our statement of cash flows. The timing of our accounts receivable sales and servicing activities impact our cash flow from operations, and management has determined to exclude this impact to provide our shareholders and other interested parties with meaningful supplemental information for use in analyzing our business performance and cash flows. In this regard,…

We respectfully advise the Staff that we do not consider the aforementioned adjustments to be a normal operating expense and believe they provide investors with a more clear picture of ​ our financial performance. We consider these adjustments to be outside the normal course of business because the underlying transactions can be traced back to the Company early stage of commercialization and therefore differ from our current strategic and operational processes that have developed as the Company matured. With regards to the inventory write-offs adjustments, they were isolated to a product transition away from our first-generation device. As the Company’s product planning strategy has evolved, we expect future product transitions to be more gradual, and the recurrence of such inventory write-offs is unlikely. With respect to the adjustments for losses on purchase commitments, they stem…

We agree with the comment and have revised our filing accordingly. Regards, Kirk P. Taylor, CPA Chief Financial Officer American Resources Corp

Beginning with the Company’s Form 10-K for the year ended December 31, 2022, the Company intends to simplify the presentation by removing the reference to EBITDA. As such, 1 beginning with the Company’s Form 10-K for the year ended December 31, 2022, the disclosure will be shown as presented in the response to Comment #3.

On June 8, 2021, we completed the Business Combination, as defined in our Form 10-K for the year ended December 31, 2021. We believe our Adjusted EBITDA, which includes pro forma adjustments calculated in a manner consistent with Article 11 of Regulation S-X (Article 8 for smaller reporting companies), provides investors with meaningful insights into the impact of the Business Combination. We believe that inclusion of pro forma adjustments provides information to investors on a more comparable basis. For clarity, in future filings, the Company will enhance its disclosures in the second paragraph under the Supplemental Non-GAAP Information sub-heading as follows (deletions appear as strike through and additions in bold and underline ): EBITDA and Adjusted EBITDA Management defines “EBITDA” as net income or net loss before interest expense, income tax expense or benefit, depreciation and…

On June 8, 2021, we completed the Business Combination, as defined in our Form 10-K for the year ended December 31, 2021. We believe our Pro Forma Adjusted EBITDA, which includes pro forma adjustments calculated in a manner consistent with Article 11 of Regulation S-X (Article 8 for smaller reporting companies), provides investors with meaningful insights into the impact of the Business Combination. We also believe that this non-GAAP measure provides information to investors on a more comparable basis than would be provided without the incremental results of a full period of operations. For clarity, in future filings, the Company will enhance its disclosures in the second paragraph under the Supplemental Non-GAAP Information sub-heading as follows (deletions appear as strike through and additions in bold and underline ): 5 In addition to our GAAP financial information, we review a…

The Company has revised the disclosure on page 26 to present net loss. In addition, the Company has revised the disclosure on page 26 to refer to “gross margin”, which is not a non-GAAP financial measure. Exchangeable Shares, page 24

We acknowledge the Staff’s comment and respectfully advise the Staff that the Company will provide the reconciliation required by Item 10(e)(1)(i) of Regulation S-K in future filings. In addition, the Company will refer to Item 10(b) of Regulation S-K for potential additional disclosure that presents a corresponding measure of GAAP-based projected income when disclosing projected revenues in future filings. 2. Staff’s

We have revised the relevant table to show the GAAP measure of net loss with greater prominence, as per aforesaid Item 10 of Regulation S-K. Interim Period, page 37

In response to the Staff’s comment, the Company has updated its cash flows on pages F-5 and F-39 of Form-10. This will be addressed in Form 10 Amendment No. 3.

We have considered the Staff’s comment and we will remove the disclosure of “gross margin (non-GAAP)” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, beginning with our annual report on Form 10-K for the year ended December 31, 2022. We had presented gross margin (non-GAAP) as we believe it provides a meaningful basis to evaluate and analyze our regulated natural gas segment performance since the Company’s operating revenues are affected by the cost of natural gas. Further, we believe the removal of purchased gas costs from operating revenues provides a more direct year-over-year comparison of performance for investors, especially given the market volatility and fluctuation in natural gas prices. The Company’s operating revenues includes revenues, or refunds of revenue, based upon a purchased gas adjustment mechanism that has no margin and…

We have considered the Staff’s comment and will revise our disclosure in the Notes to Consolidated Financial Statements, Note 18 – Segment Information, beginning with our annual report on Form 10-K for the year ended December 31, 2022. We will revise the disclosure to disclose only one measure of segment performance that we believe to be determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amount in the consolidated statements of operations. In referring to ASC 280-10-50-28, the Company’s chief operating decision maker primarily uses one measure of a segment’s profit or loss, and the measure is determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amounts in the Company’s consolidated financial statements. The measure selected to be disclosed in future…

The Company acknowledges the Staff’s comment and confirms that in future filings the Company will present any non-GAAP financial margin, including Adjusted EBITDA margin, along with the most directly comparable GAAP margin with equal or greater prominence, consistent with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Staff's Compliance and Disclosure Interpretations "Non-GAAP Financial Measures." Specifically, the Company will present the comparable GAAP measure of Net income (loss) margin with equal or greater prominence than the non-GAAP measure of Adjusted EBITDA margin. We appreciate the opportunity to respond to your comment. If you have further comments or questions, we stand ready to respond as quickly as possible. If you wish to contact us, you can reach Patrick Grosso, the Company’s Chief Legal Officer, at (949) 322-3379 or Peter Wardle of Gibson, Dunn &…

The Company proposes to include the following disclosure as a separate section under “Use of non-GAAP Financial Measures” in its 8-K related to its upcoming fourth quarter results: “The Company has determined that the non-GAAP adjustments presented in the reconciliation of non-GAAP financial measures to GAAP financial measures do not have a corresponding tax effect. These non-GAAP adjustments relate primarily to the U.S. entity, which currently has a full valuation allowance against its cumulative GAAP losses. On a non-GAAP basis, the Company’s U.S. entity did have a recent history of taxable income through December 31, 2021. However, after further considering at that date the financial investments and uncertainties of the AviClear product launch planned for 2022, together with the macroeconomic uncertainty that began manifesting itself, the Company concluded that its ability to rely on…

We respectfully advise the staff that the Company intended to update the investor presentation consistent with the response in our letter dated November 29, 2022, beginning with reporting the results of operations for the quarter and the year ending December 31, 2022. We did not update the non-GAAP financial data presented in the Form 8-K dated December 7, 2022, as the information that was included in the Company’s investor presentation was the most recent information filed with the SEC and made available on our web site. We commit to updating the prior historical non-GAAP financial data in all future investor presentations and filings. * * * * * Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact the undersigned at (415) 657-5507. Very truly yours, CUTERA, INC. By: /s/ Rohan Seth…

The Company respectfully acknowledges the Staff’s comment. While the Company believes our presentation allowed investors to better understand our underlying business through the Chapter 11 process during the periods presented while clearly indicating that such measure was a non-GAAP presentation, the Company will cease presenting financial and operational information, including production volumes, average prices received and average production costs, on a Non-GAAP Combined basis in future filings, beginning with our Form 10-K for the Fiscal Year ended December 31, 2022. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 39

The Company respectfully acknowledges the Staff’s comment. While the Company believes our presentation allowed investors to better understand our underlying business through the Chapter 11 process during the periods presented while clearly indicating that such measure was a non-GAAP presentation, the Company will cease presenting financial and operational information on a Non-GAAP Combined basis throughout our future filings, beginning with our Form 10-K for the Fiscal Year ended December 31, 2022, in accordance with Item 10(e) of Regulation S-K. 2 Business and Industry Outlook, page 41

The Company respectfully acknowledges the Staff’s comment. While the Company believes our presentation allowed investors to better understand our underlying business through the Chapter 11 process during the periods presented while clearly indicating that such measure was a non-GAAP presentation, the Company will cease presenting financial and operational information on a Non-GAAP Combined basis throughout our future filings, beginning with our earnings release and supplemental financial information for the fiscal year ended December 31, 2022.

The Company respectfully acknowledges the Staff’s comment. The Company will expand our disclosure in applicable future filings, beginning with our earnings release and supplemental financial information for the fiscal year ended December 31, 2022, to expressly note our reliance on the exception regarding forward-looking non-GAAP measures included in Item 10(e)(1)(i)(B) of Regulation S-K and to identify the information that is unavailable and its probable significance in a location of equal or greater prominence.