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CORRESP
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April 3, 2023

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

    Re:
    ROC Energy Acquisition Corp.

    Registration Statement on Form S-4

    Filed February 14, 2023

    File No. 333-269763

Ladies and Gentlemen:

On behalf of our client, ROC
Energy Acquisition Corp. (the “Company”), we are writing to submit the Company’s response to the comments of
the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”) set forth in its letter, dated March 17, 2023, relating to the Company’s Registration
Statement on Form S-4 filed via EDGAR on February 14, 2023.

The Company is concurrently
filing via EDGAR Amendment No. 1 to the Registration Statement on Form S-4 (the “Amendment No. 1”),
which reflects the Company’s response to the comments received by the Staff and certain updated information.

We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.

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.

Response: The Company acknowledges the
Staff’s comment and confirms that affiliates of the SPAC will participate in the SPAC Financing. The consummation of a PIPE Investment
is not a condition to the business combination or otherwise necessary for the parties to complete the business combination. Please see
the revised disclosures on the cover page and pages 3, 18, 79 and 115 of Amendment No. 1 to address the Staff’s comment.

 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.

Response: The Company acknowledges the
Staff’s comment and has revised disclosures on the cover page and pages 29 and 74 of Amendment No. 1 to address the
Staff’s comment.

 April 3, 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.

Response: The Company acknowledges the Staff’s comment
and has revised disclosures on page 2 of Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company has revised the
disclosures on page 4 and has filed a consent from Energy Capital Solutions LLC (“Energy Capital Solutions”) as Exhibit 99.6
to Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company acknowledges the
Staff’s comment and has revised disclosures on pages 11, 28, and 142 of Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company acknowledges the
Staff’s comment and has revised disclosures on pages 14, 28 and 133 of Amendment No. 1 to address the Staff’s comment.

    2

 April 3, 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.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosures on pages 16, 17, 98, 99 and 100 of Amendment No. 1 to address the Staff’s
comment.

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.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosures on pages 3 and 27 of Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosures on pages 40 and 41 of Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosures in Amendment No. 1. Please see pages 40, 53, 54, and 176 of Amendment
No. 1 to address the Staff’s comment.

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.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosures in Amendment No. 1. Please see pages 43 and 163 of Amendment No. 1
to address the Staff’s comment.

    3

 April 3, 2023
 Page 4

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.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosures in Amendment No. 1. Please see pages 45 and 46 of Amendment No. 1
to address the Staff’s comment.

Unaudited Pro Forma Condensed Combined Financial
Information

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.

Response: The Company acknowledges the
Staff’s comment. The pro forma financial information has been revised (please see pages 81 and 86 of Amendment No. 1)
to describe the terms of the Minimum Cash Condition, including that the minimum cash condition is in relation to ROC only and does not
apply to the pro forma combined company. The pro forma financial information did not give effect to the PIPE Financing because subscription
agreements had not yet been fully executed. In Amendment No. 1, the pro forma financial information reflects a PIPE Financing of
$17.0 million as subscription agreements totaling $17.0 million have now been fully executed. The PIPE Investors are now included in the
ownership tables in Amendment No. 1. The ownership tables reflect 198 thousand shares held by an unaffiliated investor in the line
titled “PIPE Investor,” who is neither a DTI shareholder, ROC stockholder, nor a member of ROC’s Sponsor. The 413 thousand
shares held by FP SPAC 2 as part of the PIPE are reflected in the line titled, “ROC Sponsor” as this entity is an affiliate
of ROC’s Sponsor and the 1,072 thousand shares held by ROC Energy Holdings, LLC as part of the PIPE is also reflected in the “ROC
Sponsor” line as this entity is ROC’s Sponsor.

 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.

Response: The Company acknowledges the
Staff’s comment. We have revised to disclose that this amount reflects the maximum number of shares that can be redeemed whereby
the Minimum Cash Condition will be met. Please see pages 81 and 86 of Amendment No. 1. As of December 31, 2022, the Maximum
Redemption Scenario assumes 16,634,483 shares of ROC common stock are redeemed. The Maximum Redemption number of shares of ROC common
stock is calculated as follows: (A) Cash and marketable securities held in Trust Account of $213.5 million plus (B) cash received
in the PIPE Financing of $12.9 million ($17 million less $4,140,000, which was used to repay the convertible promissory notes, which were
issued to affiliates of the ROC’s Sponsor on December 2, 2022 and March 2, 2023, which have a combined outstanding principal
amount of $4,140,000 and will be converted into New DTI common stock in connection with the PIPE Financing) less (C) $55.0 million
(the Minimum Cash Condition) divided by (D) the redemption price per share of $10.30. The table below shows the calculation of the
16,634,483 shares that are considered redeemed in the Maximum Redemption Scenario in Amendment No. 1. In Amendment No. 1, we
have revised to disclose that if more than 16,634,483 shares are redeemed (which would result in the Minimum Cash Condition not being
met) the Merger will only be consummated if all parties to the Merger Agreement waive the Minimum Cash Condition in writing. If this condition
is waived by all parties to the Merger Agreement in writing the Merger can be consummated in accordance with the Merger Agreement.

    4

 April 3, 2023
 Page 5

    ROC Energy 12/31/2022

    Price per share
    $ 10.30

    Trust account
    $ 213,475,172

    PIPE investment (a.k.a. "Equity Financing")
    $ 12,860,000

    Total Trust, PIPE investment, and Backstop financing
    $ 226,335,172

    Minimum cash required for business combination
    $ 55,000,000

    Maximum cash subject to redemption
    $ 171,335,172

    Number of shares subject to redemption to maintain minimum cash required for business combination
      16,634,483

 15. We note that the number of shares owned in the Maximum Redemption table on page 77 does not foot. Please revise.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosures in Amendment No. 1. Please see page 86 of Amendment No. 1 to address
the Staff’s comment.

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.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosures in Amendment No. 1. Please see pages 29 and 87 of Amendment No. 1
to address the Staff’s comment.

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.

Response: The Company acknowledges the
Staff’s comment and has revised Amendment No. 1 on pages 86, 87, 88 and 89 to separately disclose the amount of transaction
costs for DTI and ROC in the balance sheet pro forma adjustments (please see adjustments 3(b) and 3(c)).

    5

 April 3, 2023
 Page 6

The transaction costs in adjustment
4(b) are direct and incremental to the Business Combination but are not direct and increme