July 26, 2024

John Lipman
President
Roth CH V Holdings, Inc.
888 San Clemente Drive
Suite 400
Newport Beach, CA 92660

       Re: Roth CH V Holdings, Inc.
           Registration Statement on Form S-4
           Filed June 28, 2024
           File No. 333-280591
Dear John Lipman:

       We have reviewed your registration statement and have the following
comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4
Cover Page

1.     Please disclose the treatment of the outstanding shares of Roth CH
Acquisition V Co.
       common stock and warrants under the Business Combination Agreement and
Plan of
       Reorganization, as amended.
About this Proxy Statement/Prospectus, page 1

2.     Please ensure that you have updated your disclosures throughout your
filing, as
       applicable, to reflect changes in the proposed transaction as reflected
in the First
       Amendment to the Business Combination Agreement and Plan of
Reorganization. For
       example, we note your disclosure in this section describes this filing
as a prospectus of
       ROCL with respect to shares of ROCL common stock to be issued to NEH   s
       stockholders, and defines    Combined Company    by reference to NEH
becoming a
       wholly-owned subsidiary of ROCL. Similarly, we note disclosures
regarding the issuance
 July 26, 2024
Page 2

       of ROCL common stock upon exercise of ROCL public warrants, such as in
connection
       with the table on page 12. Please revise.
Summary of the Proxy Statement
Inventory of Drilling Locations, page 20

3.     The figures for the gross and net natural gas and natural gas liquids
reserves in paragraph
       three on page 20 appear to represent the aggregation of proved and
probable reserves. If
       true, revise your disclosure to separately provide estimates of proved
and probable
       reserves. Refer to question 105.01 in the Compliance and Disclosure
Interpretations
       (   C&DIs   ) regarding Oil and Gas Rules.
Consideration, page 24

4.     Please tell us whether, and if so how, the First Amendment to the
Business Combination
       Agreement and Plan of Reorganization impacted the number of shares to be
issued as
       consideration in the Merger. In that regard, we note that while the
amendment removed
       the closing condition that NEH shall have raised at least $45 million in
a private
       placement of securities in order to fund its new plant construction, the
amendment did not
       appear to amend the definitions of    Company Merger Shares    and
Net Debt.    However,
       we also note that your response to prior comment 4 suggests that the
amendment
       eliminated the adjustment to the NEH merger shares based on the Net Debt
of NEH.
Redemption Rights, page 30

5.     We note your disclosure in the table on page 30 regarding the number of
shares at each
       redemption level. However, it appears that the number of shares
disclosed with respect to
       the redemption levels other than    maximum redemptions    does not
appear to be
       consistent with the number of shares that would remain outstanding at
each such
       redemption level. Please advise.
We may need to raise capital after the Business Combination, which may not be
available on
favorable terms, if at all..., page 40

6.     We note your disclosure in this risk factor that you    may    need to
raise capital after the
       Business Combination. We also note your disclosure on page 176 that NEH
is in the
       process of securing a project financing arrangement, and your disclosure
that NEH
       estimates the capital requirements during 2024 and 2025 to be
approximately $40 million
       to $45 million. Please revise to reflect such information in your risk
factor disclosure. In
       that regard, we note that the parties have agreed to remove the closing
condition that NEH
       raise at least $45 million in a private placement in order to fund its
new plant
       construction.
Selected Historical Financial Data of ROCL, page 75

7.     We note that the tabular disclosure for the period ended March 31, 2023
is not included.
       Please revise.
 July 26, 2024
Page 3
Unaudited Pro Forma Condensed Combined Financial Statements
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 4 - Adjustments and Reclassifications to Unaudited Pro Forma Condensed
Combined
Balance Sheet as of March 31, 2024, page 89

8.     We have considered your response to prior comment 15, where you indicate
that the
       adjustment is    necessary to a fair statement of the balance in the
Trust Account and the
       redemption price per share at the consummation of the Business
Combination.    Please
       clarify why Adjustment J is reflected in Scenario 1. In this regard, it
appears that the
       adjustment is relevant only in Scenario 2, where the assumption is that
stockholders will
       exercise their redemption rights.
9.     We have considered your response to prior comment 16 and the disclosure
related to
       Adjustment N, which    Reflects the proceeds from the NEH debentures and
the conversion
       of the debentures to common stock.    Please address the following:

             Tell us why the balance of the NEH debentures is not eliminated
with conversion of
           the NEH debentures into common stock. In this regard, we note
disclosure on page F-
           93, which states:    As of March 31, 2024, there was $499,611
payable on the Bridge
           Financing Debentures which includes accrued interest. This amount
was recorded as
           Notes payable   current on the Company   s consolidated balance
sheets.
             Revise to clearly explain why this adjustment reflects an addition
to cash of
           $1,114,514. To this end, it appears this adjustment reflects the
issuance of new NEH
           debentures, rather than conversion of the outstanding NEH debentures
noted above.
             Revise to disclose debentures issued and proceeds received
subsequent to March 31,
           2024, total amount of debentures converted with a reconciliation to
number of shares
           issued under each scenario presented on page 81. In addition, please
revise the table
           on page 12, as appropriate.
Appraisal of Certain Oil and Gas Interests, page 94

10.    We note your response to prior comment 18 but are unable to locate the
disclosure
       revisions to the introductory paragraph clarifying the Appraisal Reports
contained in
       Annex D include estimates of proved and probable hydrocarbon reserves in
addition to
       estimates of proved and probable helium reserves. We reissue our prior
comment.
Proposal 1: The Business Combination Proposal
Background of the Business Combination, page 99

11.    Please describe the negotiations that resulted in the amendment to the
Business
       Combination Agreement and Plan of Reorganization in June 2024, and
disclose why the
       parties amended the terms of such agreement.
Recommendation of the ROCL Board of Directors and Reasons for the Business
Combination,
page 104

12.    We note the revised disclosure you made on page 106 in response to prior
comment 19.
       However, we note that the Standardized measure of discounted future net
cash flows you
       present of $1,049,600 does not match the amount reflected on page F-77
of $757,910.
       Please revise your disclosures for consistency.
 July 26, 2024
Page 4

New Era Helium Has Proved, Not Prospective, Reserves, page 105

13.    We note the revised disclosure you made on page 106 in response to prior
comment 21.
       However, we reissue our prior comment in part as your disclosure
continues to refer to a
       standardized measure of discounted future net cash flows for probable
reserves. Please
       revise your disclosure to remove this description and indicate these
cash flows represent
       an after tax estimate and are provided for comparative purposes.

       We also note the figure for the net present value of proved hydrocarbon
reserves
       discounted at 10% shown as $10,315,600 does not match the amount
reflected on page
       94. Furthermore, we are unable to reconcile the figures shown in the
individual bullet
       points for the proved and probable standardized measure using the inputs
to the
       calculation and figures presented on page F-77 and Annex D,
respectively. Please revise
       your disclosures for consistency or tell us why a revision is not
needed.
Certain Prospective Financial Information of New Era Helium, page 110

14.    We note your references in this section to the    Project Finance Debt,
  and note that such
       term is not defined. Please revise.
Nasdaq Matters, page 152

15.    Please update your disclosure regarding the status of your requested
hearing with the
       Nasdaq Hearing Panel.
Information About NEH
Overview, page 156

16.    We note the revised disclosure you made on pages 156 and 157 in response
to prior
       comment 21. However, we reissue our prior comment as your disclosure
continues to be
       incomplete regarding the specific information required by Items 1202,
1203(d), 1204,
       1205, 1206 and 1208(a) and (b) of Regulation S-K. Please revise your
disclosure and
       provide this information under appropriate captions.
Proved Undeveloped Hydrocarbon Reserves, page 157

17.    Please expand your discussion of the changes that occurred in proved
undeveloped
       reserves to provide an explanation for the changes due to extensions. As
part of your
       updated discussion, please additionally disclose the extent that any
proved undeveloped
       reserves were converted during the year into proved developed reserves.
If no such
       reserves were converted, please acknowledge this fact. If you did
convert any such
       reserves, please revise your reconciliation accordingly and disclose the
capital
       expenditures incurred. Refer to the disclosure requirements in Item
1203(b) and (c) of
       Regulation S-K.
Customers, page 158

18.    We note your disclosure that the Gas Purchase Agreement with IACX
expired on May 31,
       2024. Please update your disclosures regarding such agreement to
disclose whether you
       continue to sell natural gas and natural gas liquids to IACX, and if so,
disclose the
       material terms of such arrangements.
 July 26, 2024
Page 5

19.    We note your disclosure that NEH Midstream LLC, AirLife Gases USA Inc.,
and Badger
       entered into an Assignment Agreement, pursuant to which NEH Midstream
LLC assigned
       all of its rights, title, interest and obligations in the Crude Helium
Agreement to AirLife
       Gases USA Inc. Please revise to clarify the impact, if any, on the terms
of the Helium
       Tolling Agreement and the Liquid Helium Agreement. For example, we note
your
       disclosure that KHC agreed to provide tolling services to you on a firm
basis, for a
       volume equivalent to the quantities sold under the Crude Helium
Agreement with Badger.
Security Ownership of Certain Beneficial Owners and Management of ROCL and The
Combined
Company, page 192

20.    We note your response to prior comment 27 and reissue such comment in
part. Please
       disclose the information required by Item 403 of Regulation S-K
regarding NEH before
       the business combination. Refer to Item 18(a)(5)(ii) of Form S-4.
Material U.S. Federal Income Tax Consequences, page 202

21.    Please disclose the federal income tax consequences of the Business
Combination,
       including the Initial Merger, to holders of ROCL Public Shares and ROCL
Public
       Warrants. See Item 4(a)(6) of Form S-4. If such tax consequences are
material, also file a
       tax opinion regarding such tax consequences. Refer to Item 601(b)(8) of
Regulation S-K.
       For guidance, please refer to Staff Legal Bulletin No. 19 (October 14,
2011), which is
       available on our website. In addition, please obtain and file a revised
tax opinion as to the
       tax consequences of the Business Combination, including the Merger, to
holders of NEH
       common stock. In that regard, we note that the tax opinion filed as
Exhibit 8.1 does not
       appear to reflect the terms of the transactions, as amended in June
2024.
Experts, page 216

22.    We have read your response and note the revised disclosure you made on
page 216 in
       response to prior comment 28. However, your disclosure only references
the    Appraisal
       Report    and does not additionally reference the reserves reports and
estimates of reserves
       appearing in this prospectus for the years ending December 31, 2020,
2021, and 2022 and
       as noted in the MKM consent. Please revise your disclosure accordingly.
Appraisal Report, page 217

23.    We note the figures for    Investments    and the resulting    Operating
Income (BFIT)    for
       the years ending December 31, 2022 and 2021 appear to be inconsistent
with the
       comparable figures on page F-77. Please revise your disclosure or
provide an explanation
       for the inconsistency.
Index to Financial Statements, page F-1

24.    Please revise to present the audited financial statements of Roth CH V
Holdings, Inc., the
       registrant, as required by Rule 8-02 of Regulation S-X. If you believe
that the audited
       financial statements of the registrant may be omitted from your filing,
please explain to us
       the basis for your conclusion.
 July 26, 2024
Page 6
New Era Helium Corp.
Notes to Consolidated Financial Statements
Note 17. Supplemental Oil and Natural Gas Disclosures (Unaudited)
Oil and Natural Gas Reserves, page F-74

25.    We note the revised disclosure you made on page F-76 and elsewhere on
page F-77 in
       response to prior comment 32. However, we reissue our prior comment in
part as the
       discussion on page F-76 relating to certain undeveloped drilling
locations is not explained
       as correlating to the line item for revisions, if true. We also note you
do not identify any
       additional contributing factors such as changes due to costs, commodity
prices, well
       performance, or other changes to the extent these factors are
applicable. Please revise your
       explanation to separately identify and quantify each factor, including
offsetting factors,
       such that the change in the line item for revisions is fully explained.

       Also, please relocate the discussion that appears on page F-77 after the
reconciliation of
       the changes in the standardized measure to follow the reconciliation of
the change in total
       proved reserves and expand your discussion of the change due to
Discoveries and
       Extensions    to explain the difference between the net quantities
presented in the line item
       on page F-76 and the comparable amounts presented on page 157.
Standardized Measure of Discounted Future Net Cash Flows, page F-77

26.    We note the reconciliation of the changes in the standardized measure
for the year ended
       December 31, 2021 shows a figure of    0    at the beginning of the
year. This appears
       inconsistent with the comparable estimate as of December 31, 2020 shown
on page 218.
       Please revise your disclosure to resolve the inconsistency or tell us
why a revision is not
       needed.
Exhibit 99.5, page II-2

27.    We note the revised disclosure you made on page D-5 in Annex D (Exhibit
99.5) in
       response to prior comment 38 regarding the specifications of the Pecos
Slope Plant.
       However, we reissue our prior comment in part as your disclosure does
not additionally
       clarify the annual forecasts of proved and incremental probable helium
volumes are
       consistent with the indicated plant processing capacity. The discussion
under the section
          Primary Economic Assumptions    on page 96 was similarly revised and
lacks the
       clarification as noted.

       To the extent the forecast annual proved or proved plus incremental
probable helium
       production volumes exceed the disclosed processing capacity of 87 Mcf
per day revise
       your forecasts or tell us why a revision is not required.
28.    We have read your response to prior comment 39; however, we reissue our
prior comment
       as we are unable to locate disclosure that addresses our comment.
29.    We note the revised disclosure made on page D-6 in Annex D (Exhibit
99.5) in response
       to prior comment 42 regarding the contractually specified price for
helium and the related
       prices used in the report. The discussion under the section    Helium
Prices    on page D-6
       indicates for the helium prices used in the report, it was assumed that
in years 1-3 the
       helium price represented the ceiling price under each contract and that
in years 4-10 the
 July 26, 2024
Page 7

       helium price represented the floor pries, less the expenses associated
with the trucking and
       tolling fees. We note the helium price shown in Tables 11 and 13 appear
to be a constant
       $450/Mcf regardless of the forecast year. Please revise the report to
conform to the
       contract prices as described or provide us with an explanation in
reasonable detail for the
       use of a constant prices given the potential differences in contract
prices for years 1-3 and
       4-10 as described in your disclosure.
Signatures, page II-7

30.    Please tell us whether the registration statement has been signed by at
least a majority of
       the board of directors of the registrant. Refer to Instructions to
Signatures on Form S-4.
Exhibits

31.    Please file as exhibits the articles of incorporation and bylaws of the
registrant. In
       addition, file the proposed bylaws of the Combined Company. See Item
601(b)(3) of
       Regulation S-K.
32.    We note that in Exhibit 107 you have included 3,336,500 shares of common
stock in the
       fee table, with a footnote indicating that this    [r]epresents the
outstanding shares of Roth
       CH Acquisition V Co. on the date hereof.    Please tell us whether such
amount includes
       the shares held by Roth CH Acquisition V Co.   s public stockholders. In
that regard, we
       note the table on page 12 assumes for the    no further redemptions
scenario 1,582,797
       public shares and 3,336,500 shares held by Roth CH Acquisition V Co.   s
initial
       stockholders. In addition, please tell us whether the fee table includes
all shares of
       common stock of Roth CH V Holdings, Inc. that will be issued to the
shareholders of
       NEH.
General

33.    We note that Proposal 1 seeks stockholder approval to adopt and approve
the Business
       Combination Agreement and Plan of Reorganization, as amended, including
the Initial
       Merger and the Merger. We also note that Roth CH Acquisition V Co. is a
Delaware
       corporation, and note that as a result of the Initial Merger and Merger,
the Combined
       Company will be incorporated in Nevada. Please provide your analysis as
to why you are
       not required to unbundle the change in domicile and provide stockholders
with a separate
       vote regarding such change. Please refer to Rule 14a-4(a)(3) of
Regulation 14A.
34.    Please provide the information required by Item 202 of Regulation S-K
with respect to the
       registrant   s securities. See Item 4(a)(3) of Form S-4.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 July 26, 2024
Page 8

       Please contact Jennifer O'Brien at 202-551-3721 or Raj Rajan at
202-551-3388 if you
have questions regarding comments on the financial statements and related
matters. For
questions regarding comments on engineering matters you may contact John Hodgin
at 202-551-
3699. Please contact Claudia Rios at 202-551-8770 or Laura Nicholson at
202-551-3584 with
any other questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Energy &
Transportation
cc:   Alexandria E. Kane, Esq.