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March 17, 2023
Daniel Kimes
Chief Executive Officer
ROC Energy Acquisition Corp.
16400 Dallas Parkway
Dallas, TX 75248
Re:ROC Energy Acquisition Corp.
Registration Statement on Form S-4
Filed February 14, 2023
File No. 333-269763
Dear Daniel Kimes:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4 Filed February 14, 2023
Cover Page
1.You refer to a PIPE Financing throughout the filing. Please expand your disclosure on the
cover page and throughout the filing to provide the terms of the PIPE Financing and to
highlight material differences in the terms and price of securities issued at the time of the
IPO as compared to the PIPE Financing. Disclose if the SPAC’s sponsors, directors,
officers, or their affiliates will participate in the PIPE Financing. State whether or not the
consummation of a PIPE Investment is a condition to the business combination or is
otherwise necessary for the parties to complete the business combination.
2.Please disclose the majority owner of Drilling Tools International Holdings, Inc. ("DTI")
and its percentage ownership. Disclose whether DTI's majority owner will or could
control PubCo after the business combination and whether PubCo could be a controlled
company for Nasdaq purposes.

 FirstName LastNameDaniel Kimes
 Comapany NameROC Energy Acquisition Corp.
 March 17, 2023 Page 2
 FirstName LastName
Daniel Kimes
ROC Energy Acquisition Corp.
March 17, 2023
Page 2
Questions and Answers about the Proposals for ROC Stockholders
Q: What conditions must be satisfied to complete the business combination?, page 2
3.Please highlight the following conditions to the business combination:
•the Minimum Cash Condition of $55 million;
•ROC having at least $5,000,001 of net tangible assets;
•redemption by ROC of less than 95% of the Public Shares; and
•the approval for listing of PubCo’s common stock on Nasdaq subject only to official
notice of issuance thereof.
Q: Did the ROC Board obtain a third-party valuation or fairness opinion...?, page 3
4.Please highlight that an owner of Energy Capital Solutions is a limited partner in DTI's
majority shareholder, which means that this individual indirectly owns DTI and could
benefit from the business combination. Discuss why ROC retained Energy Capital
Solutions to provide the fairness opinion in light of this potential conflict. Disclose the
conclusion of the fairness opinion and clarify that it opines on the fairness of the
transaction to ROC, from a financial point of view, as opposed to only those shareholders
unaffiliated with the Sponsor or its affiliates. File a consent from Energy Capital Solutions
as an exhibit.
Q: What are the material U.S. federal income tax consequences of the business combination to
DTI stockholders?, page 10
5.We note your representation here and beginning on page 125 that the parties to the
Business Combination Agreement "intend" for the business combination to be treated as a
reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of
1986, as amended. Please revise your disclosure here and throughout to provide counsel’s
opinion for each material tax consequence, including whether the business combination
will qualify as a reorganization. If the opinion is subject to uncertainty, please (1) provide
an opinion that reflects the degree of uncertainty (e.g., "should" or "more likely than not")
and explains the facts or circumstances giving rise to the uncertainty, and (2) provide
disclosure of the possible alternative tax consequences including risk factor and/or other
appropriate disclosure setting forth the risks of uncertain tax treatment to investors. Please
refer to Item 601(b)(8) of Regulation S-K and Section III.A. of Staff Legal Bulletin 19,
Legality and Tax Opinions in Registered Offerings.
Summary of the Proxy Statement/Prospectus/Consent Solicitation Statement, page 14
6.Please summarize the material tax consequences and disclose whether any federal or state
regulatory requirements must be complied with or approval obtained in connection with
the transaction.

 FirstName LastNameDaniel Kimes
 Comapany NameROC Energy Acquisition Corp.
 March 17, 2023 Page 3
 FirstName LastName
Daniel Kimes
ROC Energy Acquisition Corp.
March 17, 2023
Page 3
The Merger Consideration, page 15
7.We note your discussion of the treatment of DTI securities upon the consummation of the
Business Combination. Please provide a plain English description of the different
treatment of various equity holders of DTI, how the type and amount of consideration will
be determined, the source of the shares, and the total amount of cash and shares payable as
consideration.
Ownership of PubCo After the Closing, page 21
8.We note that the DTI stockholders' ownership upon closing disclosed on page 23 is not
the same as the amount disclosed on page 3.  Please advise or revise.
Risk Factors
Risks Related to DTI
We depend on a relatively small number of customers..., page 34
9.We note your disclosure that DTI depends on a relatively small number of customers in a
single industry. To add context to this disclosure, please revise to disclose the number of
customers for each period presented.
We are an emerging growth company..., page 35
10.Please note that your election to take advantage of the extended transition period under the
JOBS Act for complying with new or revised accounting standards is not irrevocable.
Revise your disclosures throughout the filing accordingly. Refer to Question 37 of the
FAQ on Title 1 of the JOBS Act.
The lack of availability of the tools we purchase..., page 36
11.We note your risk factor indicating that DTI “cannot be confident that all costs will return
to the lower levels experienced in prior years even as the rate of inflation abates” and that
DTI’s “business and results of operations may be adversely affected by these rising
costs…” Please update this risk factor and your related discussion in the MD&A section if
recent inflationary pressures have materially impacted DTI’s operations or business. In
this regard, identify the types of inflationary pressures DTI is facing and the extent its
business has been affected.
The global outbreak of COVID-19..., page 39
12.We note your disclosure that DTI has experienced volatility in its supply chain. Please
discuss whether supply chain disruptions materially affect your outlook or business goals.
Specify whether these challenges have materially impacted your results of operations or
capital resources and quantify, to the extent possible, how your sales, profits, and/or
liquidity have been impacted.

 FirstName LastNameDaniel Kimes
 Comapany NameROC Energy Acquisition Corp.
 March 17, 2023 Page 4
 FirstName LastName
Daniel Kimes
ROC Energy Acquisition Corp.
March 17, 2023
Page 4
Unaudited Pro Forma Condensed Combined Financial Information
1. Basis of Pro Forma Presentation, page 76
13.It appears that the ending cash balance under Scenario 2 is below the Minimum Cash
Condition that is disclosed on page 16.  Please advise and revise to disclose the terms of
the Minimum Cash Condition in the pro forma financial information. Also, tell us why
your pro forma financial information does not give effect to the PIPE Financing and why
the PIPE Investors are not included in the ownership tables on page 77.
14.Your Maximum Redemption Scenario assumes that 15,312,099 shares of ROC common
stock are redeemed.  Tell us how you arrived at this amount. In this regard, revise to
disclose whether this amount reflects the number of shares that would be redeemed in
order to meet the minimum cash condition. If so, revise to disclose what will happen if
more than 15,312,099 public shareholders elect to redeem their shares such that you are
unable to meet the minimum cash condition.  If the Merger will not be consummated were
this to happen, revise to clearly indicate as such.  Alternatively, to the extent you can
choose to waive such conditions or you intend to obtain additional financing to fund such
redemptions, please include a discussion regarding the impact on the pro forma financials
or affected amounts within such financial statements should more than 15,312,099 public
shares are redeemed. Refer to Article 11-02(a)(10) of Regulation S-X
15.We note that the number of shares owned in the Maximum Redemption table on page 77
does not foot.  Please revise.
2. Accounting for the Business Combination, page 77
16.Please revise to disclose the expected ownership percentage for the legacy stockholder of
DTI that will be the largest single stockholder of New DTI.
3. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of September
30, 2022, page 78
17.Please disclose the amount of transaction costs for DTI and ROC separately in pro forma
adjustment 3(b).  Also, tell us more about the $2.4 million in costs in adjustment 4(b),
explain how they were not direct and incremental to the business combination and tell us
why they were included as a pro forma adjustment if they do not relate to the business
combination.
18.Your pro forma adjustments 3(e) and 4(c) appear to suggest that the business combination
would accelerate the vesting of DTI stock options.  Please tell us how this is consistent
with the disclosure on page 15 which appears to indicate that each outstanding DTI option
shall be converted into a PubCo option.  We also note that adjustment 3(g) reflects the net
exercise of DTI stock options.  Please tell us your basis for assuming that the exercise of
these option will occur.

 FirstName LastNameDaniel Kimes
 Comapany NameROC Energy Acquisition Corp.
 March 17, 2023 Page 5
 FirstName LastName
Daniel Kimes
ROC Energy Acquisition Corp.
March 17, 2023
Page 5
4. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations, page 79
19.Tell us how you considered Rule11-02(b)(5)(i) of Regulation S-X when concluding that
the tax effect of the pro forma adjustments is not necessary.  In this regard, we note that
the pro forma adjustments that depict the tax effect of the individual pro forma
adjustments would be different from the tax treatment of the business combination.

Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 94
20.Please expand your discussion of the background section to provide more detail regarding
the key steps of the negotiations for the financing arrangements. For example, disclose
details surrounding the PIPE transaction, and the negotiation/marketing processes (e.g.,
who selected the potential PIPE investors; what relationships did the PIPE investors have
to the SPAC, the sponsors, the target and its affiliates, and the placement agent; and
how the terms of the PIPE transactions were determined). In addition, please expand your
disclosure of the parties’ negotiations of the Business Combination and related agreements
to discuss the specific, material terms proposed in the letters of intent, drafts of the merger
agreement, and related transactions, the terms and conditions of the final merger
agreement, the determination of the final structure of the proposed transaction, and the
ultimate amount and form of consideration.
Target Management Projections, page 113
21.Please expand your disclosure to discuss the material assumptions and limitations
underlying the financial projections.
Proposal No. 3 - The Charter Proposal, page 130
22.You indicate that, under the proposed charter, the company's shares of common stock will
include Class A and Class B common stock; however, the proposed charter set forth in
Annex B and the description of the proposed charter under Description of Securities do
not indicate that there will be two classes of common stock. Please advise.
Management's Discussion and Analysis of Financial Condition and Results of Operations of DTI
Results of Operations, page 147
23.We note that revenue increased in several product categories; however, it appears that
there are other factors that offset these increases.  You also disclose that operating costs
were impacted by increased labor and material costs but do not quantify the impact of
these factors.  Where a material change is due to two or more factors, including any
offsetting factors, revise to describe the underlying reasons for these changes in both
quantitative and qualitative terms.  Refer to Item 303(b) of Regulation S-K.

 FirstName LastNameDaniel Kimes
 Comapany NameROC Energy Acquisition Corp.
 March 17, 2023 Page 6
 FirstName LastName
Daniel Kimes
ROC Energy Acquisition Corp.
March 17, 2023
Page 6
Liquidity and Capital Resources, page 154
24.Please revise your discussion of operating activities to provide a more substantive
analyses of the factors affecting your operating cash flows during the periods presented. In
this regard, revise to describe the underlying changes resulting in the working capital
adjustments. Your discussion should also address sources and uses of cash as well as
material trends and uncertainties affecting cash flows.  Refer to Section IV of SEC
Release 33- 8350.
Information about DTI, page 162
25.Please disclose on what basis DTI is a “leading oilfield services company,” a “leading
provider of downhole tools,” and “the market leader” in North American land drilling and
in U.S. Gulf of Mexico deepwater drilling operation tools rentals. In addition, disclose on
what basis Drill-N-Ream is “the leading wellbore conditioning tool.”
Information about ROC
Conflicts of Interest, page 192
26.Revise your conflicts of interest discussion to clearly disclose that EarlyBirdCapital was
also the underwriter in ROC’s initial public offering and was granted 180,000
representative founder shares for nominal consideration. Also expand your risk factor on
page 56 to address this conflict of interest.
Description of Securities, page 202
27.We note that the proposed charter will include an exclusive federal forum provision for
actions arising under the Securities Act. State that there is uncertainty as to whether a
court would enforce such provision. Also state that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder. As set forth in
the proposed charter in Annex B, disclose that the exclusive state forum provision in your
proposed charter does not apply to actions arising under the Exchange Act. Please also
revise to include related risk factor disclosure and discuss how there is a risk that your
exclusive forum provisions may result in increased costs for investors to bring a claim in
the chosen forum.
Beneficial Ownership of Securities, page 209
28.We note that HHEP-Directional, LP is a beneficial owner of more than 5% of your voting
securities. Please update your beneficial ownership to reflect this. Please also expand your
disclosure in the filing to clarify whether Hicks Equity Partners holds a significant interest
in DTI, highlighting any affiliation with HHEP-Directional, LP.

 FirstName LastNameDaniel Kimes
 Comapany NameROC Energy Acquisition Corp.
 March 17, 2023 Page 7
 FirstName LastName
Daniel Kimes
ROC Energy Acquisition Corp.
March 17, 2023
Page 7
Financial Statements (Unaudited) - Drilling Tools International Holdings, Inc.
Note 3 - Balance Sheet Details - Current Assets and Current Liabilities, page F-16
29.We note that there has been a significant