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United States securities and exchange commission logo
March 12, 2024
Gordon Roth
Chief Financial Officer
Roth CH Acquisition V Co.
888 San Clemente Drive
Suite 400
Newport Beach, CA 92660
Re:Roth CH Acquisition V Co.
Registration Statement on Form S-4
Filed February 14, 202
File No. 333-277055
Dear Gordon Roth:
            We have reviewed your 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.
Registration Statement on Form S-4
Questions and Answers About the Proposals
What is the consideration being paid to the shareholders of NEH?, page 5
1.We note your reference in this section to the “Exchange Ratio.” Please disclose the
meaning of such term. Similarly, please disclose the meaning of the term “Net Debt” as
referenced on page 22.
What interests do ROCL's current officers and directors and affiliates have in the Business
Combination?, page 7
2.We note your disclosure regarding the letter agreement dated January 2, 2024 among
ROCL, NEH, Roth and Craig-Hallum in the context of the interests of the Sponsor,
members of the ROCL Board and its executive officers in the Business Combination.
Please revise to clarify here how the Sponsor, members of the ROCL Board and its
executive officers have interests in such agreement.

 FirstName LastNameGordon Roth
 Comapany NameRoth CH Acquisition V Co.
 March 12, 2024 Page 2
 FirstName LastName
Gordon Roth
Roth CH Acquisition V Co.
March 12, 2024
Page 2
Summary of the Proxy Statement
Commitment to Sourcing Helium, page 18
3.We note disclosure on page 18 indicating the two 10-year take-or-pay contracts for the
sale of helium represent $113,000,000 of undiscounted cash flow over the length of the
contract. Please expand your disclosure to further clarify, if true, that this dollar amounts
represents the cash flow for the two contracts combined. Also additionally disclose the
total sales volumes of helium corresponding to dollar amount(s).
Inventory of drilling locations, page 18
4.We note your disclosure on page 20 that the company is currently in negotiations with the
Bureau of Land Management with respect to its rights to extract and sell helium. In the
context of the company’s current and planned operations, please revise to clarify the
nature and significance of such rights and clarify all related risks. For example, we note
that such information is also not clear in your risk factor disclosure under the caption “We
operate on federal and state lands, which have additional rules and regulations related to
our business, which may adversely affect our operations.”
Parties to the Business Combination
NEH, page 18
5.We note disclosure of a single figure for helium reserves and drilling locations on page 18
and natural gas and natural gas liquids reserves on page 19 representing an arithmetic
summation of estimates from different reserve categories. Please note, the proved,
probable and probable categories each represent differing levels of uncertainty. Therefore,
combining information from these individual categories, without adjustments for the
differing levels of uncertainty, results in a single figure that does not address the inherent
uncertainty represented by the individual categories. Please revise the disclosure here and
through prospectus to comply with the guidance in question 105.01 in the Compliance and
Disclosure Interpretations (“C&DIs”) regarding Oil and Gas Rules.
The Proposals
Proposal 1: The ROCL Business Combination Proposal
Consideration, page 22
6.We note the disclosure which states that in consideration of the Merger, the holders of
shares of New Era Helium Corp. (“NEH”) common stock will receive an aggregate of 9.0
million shares of Roth CH Acquisition V Co. (“ROCL”) common stock. Please revise to
clarify why the number of shares disclosed here, and elsewhere, differs from the
8,180,000 shares of the combined company common stock that NEH stockholders will
hold under both assumed redemption scenarios, as disclosed on page 55 and elsewhere.

 FirstName LastNameGordon Roth
 Comapany NameRoth CH Acquisition V Co.
 March 12, 2024 Page 3
 FirstName LastName
Gordon Roth
Roth CH Acquisition V Co.
March 12, 2024
Page 3
Conditions to Consummation of the Transactions, page 23
7.We note your disclosure regarding conditions to the closing of the business combination,
including “certain indebtedness of the Company having been converted into shares of
common stock of the Company.” Please disclose the material terms of such conversion,
and file related agreements with the holders of such indebtedness, or tell us why such
agreements are not required to be filed. Refer to Item 601(b)(10) of Regulation S-K.
Risk Factors, page 34
8.Please tell us whether anyone or any entity associated with or otherwise involved in the
transaction is, is controlled by, or has substantial ties with a non-U.S. person. If so, also
include risk factor disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, disclose that the time necessary for government review of the
transaction or a decision to prohibit the transaction could prevent you from completing an
initial business combination and require you to liquidate. Disclose the consequences of
liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.
Risks Related to NEH
Risks Related to Our Business, page 34
9.Please expand your Risk Factors to address the timing, dollar amounts and sources of
funds relating to the remaining costs for the completion of the construction and
commissioning of the Pecos Slope Plant and the development of the proved, probable and
possible oil and gas and helium reserves.
The Appraisal Report included in this proxy statement/prospectus..., page 36
10.Please revise the discussion to remove references to contingent and prospective resources
not addressed in the referenced Appraisal Report.
Risks Related to Regulatory Compliance
If we are restricted or lack of access to waste wells…, page 40
11.Please expand the discussion to specify the termination date of the current contract
regarding your continued use of the wastewater injection well. Also address the
requirements for additional injection wells to dispose of water related to the increasing
number of future producing wells contemplated in the Appraisal Report.

 FirstName LastNameGordon Roth
 Comapany NameRoth CH Acquisition V Co.
 March 12, 2024 Page 4
 FirstName LastName
Gordon Roth
Roth CH Acquisition V Co.
March 12, 2024
Page 4
Risks Related to ROCL and the Business Combination, page 41
12.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
We will need to obtain permits for construction and operation of the helium plant, page 41
13.To the extent material, please revise to clarify the nature and significance of the permits
and authorizations that you have not yet obtained for the new helium facility.
The ability of ROCL's stockholders to exercise redemption rights with respect to a large number
of common stock..., page 46
14.We note your disclosure that NEH will be entitled to terminate the Business Combination
if, among other things, ROCL shall not have executed Transaction Financing Agreements
for at least $10,000,000, net of ROCL’s Transaction Expenses, by the Transaction
Financing Date. Please revise to define the “Transaction Financing Date” and clarify
whether this termination right is set forth in the Business Combination Agreement. In that
regard, we note that such provision is not described with other termination provisions
under “Termination” on page 103.
The Sponsors, NEH or their directors, officers, advisors or respective affiliates may elect to
purchase shares from public stockholders..., page 47
15.We note your disclosure that the Sponsors, NEH or their directors, officers, advisors or
respective affiliates may elect to purchase shares from public stockholders prior to the
consummation of the Business Combination and your disclosure that the purpose of such
share purchases would be, in part, to increase the likelihood of obtaining requisite
stockholder approvals of the proposals to be voted on at the ROCL Special Meeting,
including the Business Combination. Please provide your analysis on how such potential
purchases would comply with Rule 14e-5.
The Proposed Certificate of Incorporation will provide that the Court of Chancery of the State of
Delaware will be the sole and exclusive..., page 51
16.Please ensure that your descriptions of the exclusive forum provision in your current
charter and your proposed amended charter are consistent with the provisions contained in
your current charter and your proposed amended charter, respectively. For example, we
note your disclosure that under the proposed amended charter the federal district courts of
the United States of America shall be the exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act. However, such

 FirstName LastNameGordon Roth
 Comapany NameRoth CH Acquisition V Co.
 March 12, 2024 Page 5
 FirstName LastName
Gordon Roth
Roth CH Acquisition V Co.
March 12, 2024
Page 5
description does not appear to be consistent with the form of proposed charter provided in
Annex B. As another example, we note that your disclosure on page 169 regarding the
exclusive forum provision in your current charter does not include a complete description
of the courts selected in such provision.
Nasdaq may not list the Combined Company's securities on its exchange, page 54
17.We note your disclosure on page F-19 that on October 9, 2023, the company received a
letter from The Nasdaq Stock Market LLC, which stated that the company no longer
complies with Nasdaq’s continued listing rules on The Nasdaq Global Market due to the
Company not having maintained a minimum of 400 total holders for continued listing, as
required pursuant to Nasdaq Listing Rule 5450(a)(2). We also note your disclosure
regarding your plan to submit a compliance plan. If material, please revise this risk factor
to include any material information relating to such noncompliance with the continued
listing rules.
Unaudited Pro Forma Condensed Combined Financial Statements
Description of the Transactions, page 71
18.We note your disclosure on page 71 and elsewhere that in consideration of the Merger, the
holders of shares of NEH Common Stock (including shares of NEH Common Stock
resulting from the conversion of NEH Preferred Stock) will receive an aggregate of 9.0
million shares of ROCL’s common stock. Please explain how you determined that NEH
stockholders will receive 8,180,000 shares under both the scenarios as disclosed under the
table on page 73 and elsewhere. Please revise your disclosures as appropriate.
19.We note the disclosure here indicating that holders of shares of NEH common stock will
receive an aggregate of 9.0 million shares of ROCL’s common stock unless Net Debt, as
defined in the Business Combination Agreement, does not equal $37,300,000. Please
provide additional pro forma presentations which give effect to range of possible results
based on the Net Debt term or explain why you do not believe this is required. Refer to
Rule 11-02(a)(10) of Regulation S-X.
20.We note your disclosure on page 71 and elsewhere that the holders of NEH Common
Stock have the contingent right to receive up to an aggregate of 1.0 million additional
shares of ROCL’s common stock (the “Earnout Shares”). Tell us and disclose how you
accounted for the earnout shares and methodology used in computing the fair value of the
contingent consideration.
21.We note ROCL is required to obtain Transaction Financing for $10,000,000 or NEH will
be entitled to terminate the business combination. Tell us whether you have entered into
Transaction Financing Agreement and if so, how you have reflected its impact in your pro
forma financial information.

 FirstName LastNameGordon Roth
 Comapany NameRoth CH Acquisition V Co.
 March 12, 2024 Page 6
 FirstName LastName
Gordon Roth
Roth CH Acquisition V Co.
March 12, 2024
Page 6
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 4 - Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined
Balance Sheet, page 79
22.We note that pro forma adjustments D and E include more than one assumption. Please
revise to expand the descriptions in these notes to more clearly explain all assumptions
involved and quantify the amounts for each assumption. Refer to Rule 11-02(a)(8) of
Regulation S-X.
23.We note the adjustments described in E total $8,533,729. However, adjustment E to
accumulated deficit and additional paid in Capital reflect $3,358,729. Please revise or
advise.
24.We note that pro forma adjustment F for Scenario 2 reflects a par value adjustment of
$864. Please revise to clarify why the adjustment amount does not reflect the $.0001 par
value of the shares assumed redeemed of 950,540, or $95.
25.We note that pro forma adjustment H appears to assume a fair value of $9.00 per share for
the issuance of the 575,000 shares of ROCL common stock to advisors for services
rendered in connection with the business combination. Please revise to clarify how the fair
value for this share issuance was determined. In this regard, we note the price of ROCL
stock appears to be quoted at a significantly higher price than $9.00 as disclosed on page
171.
26.We note your disclosure on page 1 and elsewhere that ROCl’s common stock and
“Combined Company Common Stock” refer to the common stock, par value $0.0001 per
share, of the post-Closing Combined Company. However, it appears adjustments D, F and
H are based on par value of $ .001 per share. In addition, ROCL common stock
outstanding under both the scenarios reflected here ($13,674 and $12,810) appears based
on par value of $ .001 per share. Please revise or advise.
Note 5 - Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined
Statement of Operations, page 81
27.We note adjustment A reflects borrowing of $45,000,000 to fund new plant construction.
Show us how you reflected interest expense relating to this debt in your pro forma
combined statement of operations for the nine months ended September 30, 2023 and the
year ended December 31, 2022.
Note 6 - Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined
Statement of Operations , page 81
28.Please tell us why you have not given tax effect for any of the pro forma adjustments
described in this note. Refer to Rule 11-02(b)(5) of Regulation S-X.

 FirstName LastNameGordon Roth
 Comapany NameRoth CH Acquisition V Co.
 March 12, 2024 Page 7
 FirstName LastName
Gordon Roth
Roth CH Acquisition V Co.
March 12, 2024
Page 7
Appraisal of Certain Oil and Gas Interests, page 84