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    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Main    212.407.4000

Fax       212.407.4990

May 10, 2024

Via EDGAR

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities
and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Jennifer O’Brien

Raj Rajan

    Claudia Rios

Laura Nicholson

 Re: Roth CH Acquisition V Co.

Registration Statement on Form S-4

Filed February 14, 2024

File No. 333-277055

Ladies and Gentlemen:

On behalf of Roth CH Acquisition V Co. (the “Company”),
we are hereby responding to the letter dated March 12, 2024 (the “Comment Letter”) from the staff (the
 “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding the
Company’s Registration Statement on Form S-4, filed on February 14, 2024, File No. 333-277055 (the “Registration
Statement”). In response to the Comment Letter and to update certain information in the Registration Statement, the Company
is filing amendment No. 1 to the Registration Statement (the “Amendment No.1”) with the Commission today.
Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Registration Statement.

For ease of reference, the text of the Staff’s comment is included
in bold-face type below, followed by the Company’s response.

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.

RESPONSE:
The requested clarification has been added on pages 5 and 24 of Amendment No. 1.

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.

RESPONSE:
In response to the Staff’s comment, the Company has added clarifying language on pages 7, 31, 47, 71 and 113 of Amendment No.1.

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).

RESPONSE:
In response to the Staff’s comment, the Company advises that the referenced $113,000,000 of undiscounted cash flow represents the
undiscounted cash flow for the two 10-year take-or-pay contracts combined. The amount of helium sold over the 10-year periods for both
contracts combined is 320MMcf of helium. The Company has included in the “Commitment to Sourcing Helium” subsection
on page 20 in Amendment No. 1 a revised disclosure to indicate these facts.

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.”

RESPONSE:
In response to the Staff’s comment, the Company advises that NEH is currently in negotiations with the Bureau of Land Management
(“BLM”) to determine the royalty rate at which NEH will compensate the BLM for helium produced on the BLM’s
federal land. The U.S. government requires an established royalty rate prior to any helium production pursuant to the BLM’s arrangements
with NEH. The BLM does not prohibit NEH from producing helium due to the U.S. Government’s stance on its involvement in helium as
further defined in the Helium Stewardship Act of 2012, but does require an established royalty rate prior to any helium production. Clarifying
disclosure has been added to page 22 of Amendment No.1.

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.

RESPONSE:
In response to the Staff’s comment and in compliance with the guidance in question 105.01 in the C&DIs, the Company has separated
the estimates into different reserve categories throughout Amendment No. 1.

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.

RESPONSE:
The number of shares disclosed on page 22 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 due to the adjustment made in the pro forma financial statements for
the Company Merger Shares which are subject to adjustment based on the Net Debt, in which for every dollar of Net Debt higher than $37,300,000
at Closing the Company Merger Shares shall be decreased by 1/10 of one share. This comment has been resolved by adding a footnote to the
share tables on pages 76, 81, 86, and 89 to disclose the calculation of the adjustment to the Company Merger Shares.

Conditions to the 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.

RESPONSE:
In response to the Staff’s comment, the Company notes that NEH previously had an outstanding convertible promissory note with Joel
G. Solis in the principal amount of $155,000, which was converted to common stock of NEH on December 28, 2023. This convertible promissory
note converted to common stock of NEH at a conversion price of $3.50. Since this promissory note is no longer outstanding, the Company
is not required to file the note as a material agreement. The Company has included a description of such note in the “Conditions
to Consummation of the Transactions” subsection on page 25  of Amendment No. 1.

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.

RESPONSE:
In response to the Staff’s comment, the Company notes that it is not currently controlled by and does not have substantial ties
with non-U.S. persons. NEH has certain shareholders who are non-U.S. persons but the Company does not anticipate that this will impact
its ability to complete the Business Combination. Notwithstanding the foregoing, in consideration of the Staff’s comment, the Company
has included a risk factor at page 57 of Amendment No. 1 regarding the possibility that the Business Combination fails to be
consummated should the Business Combination be subject to review by a U.S. government entity, such as the Committee on Foreign Investment
in the United States, or ultimately prohibited.

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.

RESPONSE:
In response to the Staff’s comment, the Company has expanded its 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. Please see the risk factor on page 38 entitled “We
cannot assure that we can raise enough capital to successfully develop our Pecos Slope Plant, which will adversely affect our ability
to earn revenue and jeopardize our delivery of helium pursuant to existing contracts.”

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.

RESPONSE:
In response to the Staff’s comment, the Company advises that it has removed references to contingent and prospective resources from
the risk factor.

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.

RESPONSE:
In response to the Staff's comment, the Company has expanded the referenced discussion on page 44 of Amendment No. 1 to specify
the termination date of the current contract regarding NEH’s continued use of the wastewater injection well and to address requirements
for additional injection wells to dispose of water related to the increasing number of future producing wells contemplated in the Appraisal
Report.

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.

RESPONSE:
In response to the Staff’s comment, the Company has added risk factor disclosure on page 63 of Amendment No. 1.

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.

RESPONSE:
In response to the Staff’s comment, the Company has revised the referenced risk factor on page 44 of Amendment No. 1 to
clarify the nature and significance of the permits and authorizations that NEH has not yet obtained for the Pecos Slope Plant.

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.

RESPONSE:
The Company advises the Staff that it has revised the disclosure to remove the defined term as well as any reference to such a termination
provision as it is inapplicable to this transaction and was inadvertently included in the Registration Statement. The Company has also
added clarifying language to the relevant risk factor on page 51 of Amendment No. 1.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised the relevant risk factor to indicate that
any such purchases would not be to increase the likelihood of obtaining requisite stockholder approvals of the proposals, but would be
in order to reduce redemptions. An additional Q&A has been added to page 9 to provide the reader with further clarification.

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 co