October 17, 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. 3 to Registration Statement on Form S-4
           Filed October 4, 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 September
27, 2024
letter.

Amendment No. 3 to Registration Statement on Form S-4
Questions and Answers About the Proposals, page 4

1.     Please revise the quantities reflected as Shares outstanding in all
three scenarios in the
       table presenting possible sources of dilution on page 13 to reflect the
removal of the
       1,000,000 shares previously associated with the transaction financing
assumption.
 October 17, 2024
Page 2
Summary of the Proxy Statement, page 19

2.     We note that your disclosure on pages 24, 165 and 171 regarding your
expectation
       that the Pecos Slope Plant will commence operations in the first quarter
of 2025 does
       not appear to be consistent with your disclosure on page 20 that the
Pecos Slope Plant
       is expected to commence operations in the second quarter of 2025. Please
revise.
We cannot assure you that ROCL will be able to successfully negotiate and
execute definitive
agreements..., page 42

3.     We note that you have removed the proposal to approve the issuance of
more than
       20% of the common stock in connection with the Transaction Financing. We
also note
       your disclosure that Roth CH Acquisition V Co. has initiated
conversations with
       several potential investors and has identified a high interest in NEH
and the Combined
       Company and NEH   s management believes that Roth CH Acquisition V Co.
will be
       successful in identifying additional sources of financing from
third-party financing
       sources in the form of equity, equity linked, convertible equity,
preferred or debt
       instruments. Please provide any material updates to such disclosure.
We have no operating history and are subject to a mandatory liquidation and
subsequent
dissolution requirement, page 54

4.     We note your disclosure in this section suggests that Roth CH
Acquisition V Co. may
       amend its charter to extend its termination date beyond December 4,
2024. We also
       note that Roth CH Acquisition V Co. is listed on The Nasdaq Global
Market and that
       Nasdaq IM-5101-2 requires that a special purpose acquisition company
complete one
       or more business combinations within 36 months of the effectiveness of
its IPO
       registration statement. Please revise to describe this rule and related
risks, including
       with respect to the recent amendments to Nasdaq Rule 5815 regarding
suspension and
       delisting. In addition, in your risk factor on page 63 under the caption
   Nasdaq may
       not list the Combined Company   s securities on its exchange   ,
disclose the impact of
       such rule change on the risk of immediate suspension of trading in the
event that the
       Combined Company is not able to meet Nasdaq   s initial listing
requirements.
Selected Unaudited Pro Forma Condensed Combined Financial Statements, page 79

5.     Please revise the table on page 80 to present pro forma weighted average
number of
       shares outstanding consistent with disclosures in Note 7-Loss per Share,
page 96.
Potential Impact on the Per Share Value of Shares Owned by Non-Redeeming
Shareholders,
page 98

6.     As stated in your response to prior comment 10, please further revise
the table here to
       remove the $10,000,000 previously associated with the transaction
financing
       assumption.
Customers
Sales Agreements, page 168

7.     We note your response to prior comment 12. Please revise your disclosure
on page
       169 regarding the Liquid Helium Agreement, as amended, to disclose
whether the
       Assignment Agreement impacted the amount of helium that AirLife is
required to
 October 17, 2024
Page 3

       purchase from NEH Midstream under the Liquid Helium Agreement. In that
regard,
       we note your disclosure in that section that the Company would provide
to AirLife, in
       part, all of the helium produced from the crude helium the Company
purchases from
       Badger Midstream Energy, LP each month, minus two percent (2%) tolling
losses.
Exhibits

8.     We note that you have filed as Exhibit 3.5 bylaws of Roth CH V Holdings,
Inc. Please
       tell us whether such bylaws are intended to be the proposed bylaws of
the combined
       company. In that regard, we note that the exhibit index indicates that
the bylaws of
       Holdings is filed as Exhibit 3.5 and that the proposed bylaws of the
combined
       company are to be filed as Exhibit 3.6. We also note that certain
provisions described
       under    Proposed Bylaws or Certificate of Incorporation    beginning on
page 217 do
       not appear to be consistent with the bylaws filed as Exhibit 3.5 or the
proposed
       articles of incorporation filed as Exhibit 3.7, such as provisions
relating to
       supermajority voting, the corporate opportunity doctrine and exclusive
forum. Please
       advise.
9.     Please obtain and file a revised legality opinion that addresses the
legality of all
       securities being registered. In that regard, we note that the legality
opinion filed as
       Exhibit 5.1 does not address the legality of all shares of Roth CH V
Holdings, Inc.
       common stock referenced in the filing fee table provided in Exhibit 107
and does not
       address the legality of the warrants to purchase shares of common stock.
We also note
       that the opinion addresses the legality of the shares of common stock
underlying the
       warrants. However, it does not appear from the filing fee table provided
in Exhibit
       107 that the prospectus is intended to register the issuance of such
shares. Please
       advise.
       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.