October 28, 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. 4 to Registration Statement on Form S-4
           Filed October 23, 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 October 17,
2024 letter.

Amendment No. 4 to Registration Statement on Form S-4
Any extension of the Completion Window beyond November 30, 2024..., page 55

1.     We note your disclosure regarding the consequences of any suspension or
delisting of
       your securities. Please also disclose the impact of any such suspension
or delisting on
       the parties' rights under the Business Combination Agreement and Plan of
       Reorganization. In that regard, we note the closing condition that the
shares of Roth
       CH Acquisition V Co. shall be listed on Nasdaq, or another national
securities
       exchange mutually agreed to by the parties, as of the closing date. In
addition, please
       clarify the references to "November 20" as the date the 36-month window
ends. In
       that regard, we note your disclosure that your securities will be
suspended and delisted
       if you do not complete your business combination by November 30, 2024.
 October 28, 2024
Page 2

Anti-takeover provisions in our amended and restated articles of incorporation
and bylaws...,
page 60

2.     Please ensure that your disclosure regarding the corporate governance
documents of
       the Combined Company is consistent with such documents. For example, we
note
       your disclosure that the corporate governance documents of the Combined
Company
       will include a forum selection clause,    which means certain litigation
against [you]
       can only be brought in Delaware.    However, it does not appear that
such forum
       selection clause is set forth in the proposed bylaws filed as Exhibit
3.6 or the proposed
       articles of incorporation filed as Exhibit 3.7. Please advise.
Proposal 2: The Business Combination Proposal
Recommendation of the ROCL Board of Directors and Reasons for the Business
Combination, page 114

3.     We note your updated disclosure on pages 117, 120 and 121 indicating
that the
       projections were prepared assuming the new processing plant will
commence
       operations by Q2 of 2025. However, this updated projection does not
appear to be
       consistent with the timing in which the projections were prepared by New
Era
       Helium   s management. In this regard, disclosure on page 120 indicates
that the
       projections have not been updated. Therefore, please revise your
disclosure so that it
       reflects the assumption applicable to the date in which the projections
were prepared.
Proposal 7: The Management Equity Incentive Plan Proposal, page 136

4.     Please revise here and throughout your filing to disclose the number of
shares to be
       reserved for future issuance under the Combined Company   s proposed
2024 Stock
       Incentive Plan. In that regard, we note your references to
[1,500,000]    shares.

Description of the Combined Company's Securities, page 206

5.     We note your response to prior comment 8, and the proposed bylaws of the
Combined
       Company filed as Exhibit 3.6. Please disclose the provisions in the
proposed bylaws
       regarding the rights of shareholders to call a special meeting and the
quorum required
       for the transaction of business at meetings of shareholders.
Index to Financial Statements, page F-1

6.     We have considered your response to prior comment 24 in our letter dated
July 26,
       2024. We understand from your response that Roth CH V Holdings, Inc.
("Holdings")
       was formed on June 24, 2024 by Roth CH Acquisition V Co. ("ROCL") "for
the
       specific purpose of engaging in the business combination transaction."
However, it
       does not appear that Holdings has met the criteria to be considered a
business
       combination related shell company because it was formed by an entity
that is a shell
       company. We also note that Holdings is expected to succeed to the
accounts of ROCL
       and New Era Helium Corp. in the transaction that is being contemplated.
Therefore,
       your next amendment should include audited financial statements of
Holdings as of a
       date within 135 days of the filing to comply with Rule 8-02 of
Regulation S-X. You
       may omit a statement of comprehensive income for the entity if income
and expense
 October 28, 2024
Page 3

       incurred through the balance sheet date are nominal and any activity is
summarized in
       an audited note.
General

7.     We note that Roth CH Acquisition V Co. did not file current reports on
Form 8-K in
       connection with amendments 3 and 4 to the Business Combination Agreement
and
       Plan of Reorganization. Please provide your analysis explaining why Roth
CH
       Acquisition V Co. is not required to file a current report on Form 8-K
disclosing its
       entry into such amendments. Refer to Item 1.01 of Form 8-K and Exchange
Act Rule
       13a-11.
8.     We note that Roth CH Acquisition V Co. filed a preliminary proxy
statement on
       Schedule 14A with respect to the company   s proposal to amend its
amended and
       restated certificate of incorporation to extend the date by which the
company has to
       consummate a business combination up to six times, each such extension
for an
       additional one-month period, from December 4, 2024 to June 4, 2025.
Please update
       your registration statement to disclose such information.
       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.