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United States securities and exchange commission logo
June 3, 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.
Amendment No. 1 to Registration Statement on Form S-4
Filed May 13, 2024
File No. 333-277055
Dear Gordon Roth:
            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 March 12, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Cover Page
1.We note your response to prior comment 37 that the proposal for the approval of the
issuance of shares pursuant to the Transaction Financing and the proposal for the issuance
of shares contemplated by the Business Combination have now been included as two
separate proposals. However, such change is not reflected on the prospectus cover page.
Please revise.
Questions and Answers About the Proposals, page 4
2.We note your response to prior comment 36. Please revise to clarify here and throughout
your filing the total number of authorized shares of common stock under the Proposed
Certificate of Incorporation as set forth in Proposal 3B. In that regard, we note your

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disclosure that Proposal 3B is to increase the number of authorized shares of Common
Stock to an aggregate of 75,000,000 shares, but also note disclosure on page 111 that the
amended charter would authorize an increase in the aggregate number of capital stock of
the Combined Company to 75,000,000 and authorize an increase in the amount of
common stock of the Combined Company to 70,000,000.
What is the impact on non-redeeming Public Stockholders of past stockholder redemptions and
stockholder redemptions..., page 11
3.We note that the “maximum redemptions” scenarios in the tables on pages 12 and 30
assume that no public shares remain outstanding. However, such disclosure does not
appear to be consistent with your disclosure on page 73 that ROCL public stockholders
would hold 620,864 shares in the “maximum redemptions” scenario. Please advise.
Summary of the Proxy Statement
The Proposals
Proposal 1: The ROCL Business Combination Proposal
Consideration, page 23
4.We note your response to prior comment 6. Please add a cross reference to the pro forma
share ownership table that depicts the adjusted shares based on the Net Debt provision in
instances where you indicate that holders of the shares of Company Common Stock will
receive an aggregate of 9.0 million shares of Acquiror’s common stock.
Risk Factors
Risks Related to NEH, page 33
5.Please revise the discussion to remove references to possible reserves not disclosed in
your filing or addressed in the Appraisal Report included as Annex D and Exhibit 99.5.
This comment applies to similar references to possible reserves provided throughout your
proxy statement/prospectus.
We operate on federal and state lands, which have additional rules and regulations related to our
business..., page 41
6.We note your response to prior comment 4 and we reissue such comment in part. Please
revise this risk factor to disclose all material risks related to your negotiations with the
Bureau of Land Management to determine the royalty rate at which the Company will
compensate the BLM for helium produced on the BLM’s federal land.
The Proposed Certificate of Incorporation will provide that the Court of Chancery of the State of
Delaware will be the sole and exclusive..., page 53
7.We note your response to prior comment 16 and reissue such comment. Please ensure that
your descriptions of the exclusive forum provisions in your current charter and your
proposed amended charter are consistent with the provisions contained in your current

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charter and your proposed amended charter, respectively. For example, the exclusive
forum provision set forth in Article Eighth of your proposed amended charter selects the
exclusive forum for certain “claims or causes of action under the Delaware statutory or
common law” but this is not clear in your description of the provision in this risk factor.
As another example, we note that your disclosure on page 181 regarding the exclusive
forum provisions in your current charter and your proposed amended charter does not
include a complete description of the courts selected in such provisions.
We may not be able to complete the Business Combination if the Business Combination is
considered by the authorities..., page 54
8.We note your response to prior comment 8 and your disclosure that you may not be able
to complete the Business Combination if the Business Combination is considered by the
authorities to be subject to U.S. foreign investment regulations, including by the
Committee on Foreign Investment in the United States. We also note your disclosure that
if you liquidate, your rights will expire worthless. However, it does not appear that rights
were offered to investors. Please revise to disclose that if you liquidate, the warrants will
expire worthless, or advise.
Unaudited Pro Forma Condensed Combined Financial Statements
Description of the Transactions
Business Combination, page 75
9.We note from your response to prior comment 20 that no accounting impact has been
given to the Earnout Share provision, which you note will be classified within equity
under ASC 815. To this end, you state that “As a result of equity classification, the fair
value of the shares transferred will be recorded within equity upon the date the shares are
granted to the holder (i.e., the date in which the occurrence of Triggering Events I and/or
II are met, if they are met.” Please explain to us why you believe that the Earnout Share
provision should not initially be measured at fair value. Please provide a more detailed
analysis in support of your position, including reference to specific paragraphs you relied
upon in ASC 815.
Basis of Pro Forma Presentation, page 77
10.We note your response to prior comment 18. Please further expand note (2) to reconcile
from the 9.0 million shares to the pro forma shares adjusted for the Net Debt provision,
which is currently reflected in the table as 8,311,324 pro forma shares. In addition, please
clarify why the NEH promissory notes amount of $45,469,968 does not also include the
$2,053,013 notes payable non-current amount shown in the pro forma balance sheet on
page 79.

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Unaudited Pro Forma Condensed Combined Balance Sheet As of December 31, 2023, page 79
11.It appears that the adjustment of $45,000,000 to Cash should be labeled A. Please revise
as necessary.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 4 - Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined
Balance Sheet as of December 31, 2023, page 84
12.We note Adjustment D represents the exchange of outstanding NEH shares into
12,730,000 shares of common stock upon the consummation of the Business
Combination. Please clarify why the number of shares in this adjustment differs from the
pro forma shares attributed to NEH stockholders reflected in the table on page 82.
13.We note that Adjustment E refers to other adjustments, including B, L, G, and J. However,
it does not appear that these references align with the proper note. Please address these
discrepancies and revise as necessary.
14.We note your response to prior comment 25. However, disclosure on page 27 states that
“Pursuant to the Advisor Agreement, in exchange for the termination of the BCMA,
Acquiror and the Company mutually agree, jointly and severally, on the date of closing of
the Business Combination, to issue to the Advisors an aggregate of 575,000 shares of
Acquiror Common Stock and to include such shares as a “registrable security” in the
Registration Rights Agreement.” Based on this disclosure, it appears the 575,000 shares in
Adjustment H should be given pro forma effect at current fair value. Please advise or
revise as necessary.
15.We note adjustment K relates to the interest earned subsequent to December 31, 2023.
Please revise or explain to us why interest income earned in subsequent period is recorded
at December 31, 2023.
16.We note Adjustment P reflects the proceeds from the NEH debentures and the conversion
of the debentures to common stock based on two different scenarios. Please provide us
with a reconciliation from the NEH debenture balance of $470,851 to the pro forma
conversion into shares of 325,020 and 302,373, as shown in the table on page 77. In
addition, please add disclosure to explain i) how the per share conversion amounts were
derived under each scenario, ii) the meaning of pre-money valuation, and iii) how $20
million pre-money valuation was determined.
Potential Impact on the Per Share Value of Shares Owned by Non-Redeeming Shareholders,
page 86
17.We note from your response to prior comment 21 that “as of the date hereof the Company
does not have any binding agreements with respect to the Transaction Financing and
therefore it is not included in the unaudited pro forma financial information included in
the Registration Statement.” We note, however, that the table presented on page 87

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includes the effect of proceeds from the Transaction Financing. Please tell us and include
necessary disclosure that clarifies why the proceeds and related shares are considered in
this table and not in the pro formas.
Unaudited Pro Forma Condensed Combined Financial Statements
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Appraisal of Certain Oil and Gas Interests, page 87
18.Please modify the introductory paragraph to clarify the Appraisal Reports contained in
Annex D include estimates of proved and probable oil, natural gas liquids (“NGL”) and
natural gas reserves and proved and probable helium reserves.
Proposal 1: The Business Combination Proposal
Recommendation of the ROCL Board of Directors and Reasons for the Business Combination,
page 97
19.We note your revised disclosure on page 98 of the standardized measure of discounted
future net cash flows of $92M in response to prior comment 34. Please clarify why the
amount you disclose here does not match the standardized measure disclosure on page F-
52 of $1,049,600.
20.We note your revised disclosure in response to prior comment 35. Please address the
following:

•Provide explicit disclosure describing the risk that expectations of unusually
high and/or sustained future growth of helium revenue may be unrealistic, given the
assumptions regarding the new processing plant scheduled to commence operations
by Q1 of 2025 and other future events to occur.
New Era Helium Has Proven, Not Prospective, Reserves, page 98
21.Please revise your discussion to remove disclosure of dollar amounts representing an
arithmetic summation of separate estimates for oil and natural gas reserves and helium
reserves, if true, and to remove the figure representing an arithmetic summation of
estimates from proved and probable reserve categories. Also, please revise your disclosure
to remove the reference to a standardized measure of discounted future net cash flows
from probable reserves as the guidelines in FASB ASC 932-235-50-30 do not extent to
nonproved reserves. Please refer to prior comment 5 and revise your disclosure
accordingly.

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Information About NEH
Overview, page 143
22.We note oil and gas producing activities are material to NEH’s business operations and
financial position. Therefore, the disclosure specified in Subpart 229.1200, including
disclosure pursuant to Items 1202 through 1206 and Item 1208 should be included under
appropriate captions. Refer to the requirements in Item 1201 of Regulation S-K.
Customers, page 144
23.Please ensure that exhibit numbers referenced in your prospectus are consistent with the
exhibits as filed and referenced in your exhibit index. For example, you state that the
Marketing Agreement is filed as Exhibit 10.12. However, Exhibit 10.12 is the New Era
Helium Corp 2024 Equity Incentive Plan.
24.Please revise to clarify whether the Marketing Agreement with IACX described on pages
143 and 144 is the same agreement as the Gas Purchase Agreement expiring on May 31,
2024 that is described on page 144. Similarly, please revise to clarify whether the Crude
Helium Agreement with Badger Midstream Energy, LP described on page 144 is the same
agreement as the Badger Helium Sales Agreement with Badger Midstream Energy, LP
that is also referenced on page 144.
25.Please revise to disclose the term and termination provisions for the Contract for Sale and
Purchase of Liquid Helium filed as Exhibit 10.14, the Helium Tolling Agreement filed as
Exhibit 10.16, and the Gaseous Helium Sales Agreement filed as Exhibit 10.17. For
example, we note the provisions in each agreement providing for early termination by the
counterparty in the event of a delayed commencement date. In addition, please include
related risk factor disclosure, or tell us why such provisions do not present a material risk.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
NEH
Liquidity and Capital Resources
Cash Flow, page 160
26.We note your revisions in response to prior comment 48. Please further revise your
disclosures to include a discussion of the underlying reasons for material changes in
operating assets and liabilities that affect operating cash flows.
Security Ownership of Certain Beneficial Owners and Management of ROCL and the Combined
Company, page 171
27.We note your response to prior comment 50 and reissue such comment. Please disclose
the information required by Item 403 of Regulation S-K regarding NEH, or provide your
analysis as to how you have complied with such item. Refer to Item 18(a)(5) of Form S-4.
We also note your disclosure that the table provides beneficial ownership disclosure

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regarding each person who will (or is expected to) become an executive officer or director
of the Combined Company upon the closing of the Business Combination. However, we
note that you have not included the chief financial officer of the Combined Company in
the table.
Experts, page 195
28.Please expand the disclosure under the section Experts on page 195 to acknowledge the
estimates of reserves appearing in this prospectus for the years ending December 31,
2020, 2021, 2022 and 2023 were prepared by the third-party independent petroleum
engineering firm of MKM Engineering (“MKM”). Also obtain and file a revised consent
from MKM to additionally reference the estimates as of December 3