August 27, 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.
           Amendment No. 1 to Registration Statement on Form S-4
           Filed August 9, 2024
           File No. 333-280591
Dear John Lipman:

     We have reviewed your amended 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. Unless we
note otherwise,
any references to prior comments are to comments in our July 26, 2024 letter.

Amendment No. 1 to Registration Statement on Form S-4
Summary of the Proxy Statement
Inventory of Drilling Locations, page 21

1.     The disclosure of 93 proved undeveloped and 437 probable undeveloped
locations under
       this section appears inconsistent with the 80 proved undeveloped and 135
probable
       undeveloped locations identified on page F-76 and in Annex D,
respectively. Please
       advise or revise your disclosure here and in each occurrence in your
filing to resolve this
       inconsistency.
 August 27, 2024
Page 2
Summary of the Proxy Statement
Consideration, page 25

2.     We note your disclosure on page 108 that on August 8, 2024, the parties
to the BCA
       entered into the Second Amendment to the Business Combination Agreement
and the
       definitions of    Company Merger Shares    and    Net Debt    were
amended. Please
       expand your disclosure here, page 81 and elsewhere to discuss the second
amendment to
       BCA, the revisions and its impact on number of shares NEH Stockholders
will receive.
3.     We note your response to prior comment 2. However, there are still
disclosures that have
       not been updated to reflect the amended business combination agreement.
For
       example, you state on page 25 that the holders of shares of Company
Common Stock will
       receive an aggregate of 9.0 million shares of Acquiror or ROCL, and on
page 47 you state
       that references to "Combined Company" is to ROCL and its subsidiaries
after
       consummation of the Business Combination. Please revise. As another
example, we note
       your disclosure on page 1 that this document constitutes a prospectus of
Holdings under
       the Securities Act, with respect to the shares of common stock to be
issued to NEH   s
       stockholders under the Business Combination Agreement and Plan of
Reorganization, as
       amended. Please revise to clarify whether this filing also constitutes a
prospectus of
       Holdings under the Securities Act with respect to the shares of common
stock to be issued
       to Roth CH Acquisition V Co.'s stockholders under the Business
Combination Agreement
       and Plan of Reorganization, as amended.
Unaudited Pro Forma Condensed Combined Financial Statements, page 80

4.     We note from the table on page 13 that you have included 1,000,000
shares to be issued in
       Transaction Financing in the possible sources of dilution. We also note
on page 94 you
       include proceeds of $10,000,000 from Transaction Financing Investors in
the calculation
       of Implied Value Per Share of ROCL Common Stock. However, in response to
prior
       comment 21 in our letter dated March 12, 2024, you indicated that you
are obligated only
       to use commercially reasonable efforts to obtain the Transaction
Financing, but that it is
       not a condition of closing. Please provide us with an update on your
efforts. If this
       financing is probable, please revise to include this in your pro forma
financial
       statements. Refer to Rule 11-01(a)(8) of Regulation S-X.
Business Combination, page 81

5.     We note you revised the definition of Company Merger Shares and Net Debt
in response
       to prior comment 4. Based on the revised definitions provided on page
A-76, please
       address the following:

             We note the definition of Company Merger Shares includes the
following
           statement: "For purposes of the Company Merger Shares, such amount
assumes the
           Net Debt." Tell us and disclose here 'the amount assumed as Net
Debt';
             Provide us with a detailed calculation of Net Debt. As part of
your response,
           specifically identify the components within the Net Debt definition
you consider
           "liquid assets" and "$500,000 of existing Indebtedness.";
             We note that the definition of Net Debt includes a net capital
raise of $8,200,000. Tell
           us more about how you intend to comply with this component of the
definition, and
 August 27, 2024
Page 3

           your consideration of whether this should be given effect in your
pro forma financial
           statements;
             Based on the revised definition of "Company Merger Shares', tell
us how you
           concluded no adjustments are necessary and NEH stockholders will
receive 9,000,000
           shares;
             Revise your disclosures here and throughout the filing as
necessary.
Information About NEH
Reserves, page 162

6.     Please expand your disclosure to include a discussion of the internal
controls pertaining to
       your estimation of oil and gas reserves and provide the qualifications
of the technical
       person(s) at the company and the third-party engineering firm primarily
responsible for
       overseeing the preparation of the reserves estimates presented in your
filing. Refer to the
       requirements in Item 1202(a)(7) of Regulation S-K.
7.     Please expand your disclosure to provide a general discussion of the
technologies used to
       establish the appropriate level of certainty for your reserves
estimates. Refer to the
       requirements in Item 1202(a)(6) of Regulation S-K.
8.     Please expand your disclosure to provide the net quantities of your
probable reserves by
       individual product type. Refer to the requirements in Item 1202(a)(2)
and (a)(4) of
       Regulation S-K.

       Please additionally provide a discussion of the uncertainty related to
your probable
       reserves, the basis for the assignment of such reserves, and include
cautionary language
       indicating estimates of probable reserves have not been adjusted for
uncertainty, and
       therefore they may not be comparable with, and should not be summed
arithmetically
       with estimates for proved reserves. Refer to Item 1202(a)(5) of
Regulation S-K, the
       definition of probable reserves in Rule 4-10(a)(18) of Regulation S-X
and Question
       105.01 in the Compliance and Disclosure Interpretations (   C&DIs   )
regarding Oil and
       Gas Rules.
9.     We note the annual and cumulative undiscounted future net income shown
in Annex D for
       your proved hydrocarbon reserves is negative for the years 2024 through
2026. Please
       provide us a quantitative analysis with supporting documentation showing
you have a
       source of funds sufficient for the investments identified in Annex D for
each annual
       period from 2024 thorough 2026 regarding your proved hydrocarbon
reserves. It should
       be clear that you have a reasonable expectation that all financing will
be obtained prior to
       the scheduled development. Refer to the requirements in Rule 4-10(a)(26)
of Regulation
       S-X.

       Your response should additionally address the investments identified in
Annex D for each
       annual period from 2024 thorough 2025 regarding your proved helium
volumes.
 August 27, 2024
Page 4
10.    Please expand your disclosure to provide an explanation for why material
amounts of
       your proved (and probable) undeveloped reserves will remain undeveloped
for five years
       or more after disclosure. Refer to the requirements in Item 1203(d) of
Regulation S-K,
       Rule 4-10(a)(31)(ii) of Regulation S-X, and Question 131.03 in the
Compliance and
       Disclosure Interpretations (   C&DIs   ) regarding Oil and Gas Rules.
Customers, page 165

11.    We note your response to prior comment 19, and reissue such comment.
Please revise to
       clarify the impact, if any, of the 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., on the material terms of the
Helium
       Tolling Agreement and the Liquid Helium Agreement. In that regard, we
note your
       response that NEH does not believe that the terms of the Assignment
Agreement will have
       an impact on the Helium Tolling Agreement or the Liquid Helium
Agreement. However,
       we also note your disclosure in this section that appears to describe
terms for the Helium
       Tolling Agreement and the Liquid Helium Agreement that are related to
purchases by
       NEH Midstream LLC under the Crude Helium Agreement. For example, we note
your
       disclosure on page 166 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. Please revise to clarify here the impact of the Assignment
Agreement on such
       provision.
Material U.S. Federal Income Tax Consequences , page 212

12.    We note your response to prior comment 21 and your revised disclosure
that the
       Redomestication Merger is intended to qualify as a Reorganization. We
also note your
       disclosure that the provisions of the Code that govern reorganizations
are complex, and
       due to the absence of direct guidance on the application of Section 368
to a
       reincorporation merger of a corporation holding only investment-type
assets such as
       ROCL, the qualification of the Redomestication Merger as a
Reorganization is not
       entirely clear. Please provide related risk factor disclosure.
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

13.    We note disclosure on page F-76 indicates the production amounts used in
the
       reconciliation of the changes that occurred in total proved reserves
represents the
       production volumes projected in the reserve report at the beginning of
the year. Please
       revise the reserves reconciliation for each year presented to reflect
the actual volumes sold
       during the year to comply with FASB ASC 932-235-50-5e.
14.    We note the revised disclosure you made on pages F-76 and F-77 in
response to prior
       comment 25. However, we reissue our prior comment in part as your
discussion does not
       fully address the changes due to revisions that occurred during fiscal
2023, 2022 and
       2021. Please expand your discussion of revisions to separately identify
and quantify the
       changes, including offsetting changes, caused by factors such as costs
and commodity
       prices, well performance, uneconomic proved undeveloped locations, or
the removal of
 August 27, 2024
Page 5

       proved undeveloped locations due to changes in a previously adopted
development plan,
       such that the change shown in the line item    Revisions of Previous
Estimates    is fully
       explained. Refer to FASB ASC 932-235-50-5a.
Standardized Measure of Discounted Future Net Cash Flows, page F-77

15.    We have read your response to prior comment 26; however, we reissue our
prior comment
       as we are unable to locate disclosure revisions that address our
comment. Refer to FASB
       ASC 932-235-50-35.

       To the extent the starting balance at the beginning of the year is
negative, please include
       an explanation, e.g. due to inclusion of the estimated future costs
incurred to settle your
       asset retirement obligations, if true. Refer to FASB ASC 932-235-50-36.
       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.