SecProbe.io

July 26, 2024
John Lipman
President
Roth CH V Holdings, Inc.
888 San Clemente Drive
Suite 400
Newport Beach, CA 92660
Re:Roth CH V Holdings, Inc.
Registration Statement on Form S-4
Filed June 28, 2024
File No. 333-280591
Dear John Lipman:
            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
Cover Page
1.Please disclose the treatment of the outstanding shares of Roth CH Acquisition V Co.
common stock and warrants under the Business Combination Agreement and Plan of
Reorganization, as amended.
About this Proxy Statement/Prospectus, page 1
Please ensure that you have updated your disclosures throughout your filing, as
applicable, to reflect changes in the proposed transaction as reflected in the First
Amendment to the Business Combination Agreement and Plan of Reorganization. For
example, we note your disclosure in this section describes this filing as a prospectus of
ROCL with respect to shares of ROCL common stock to be issued to NEH’s
stockholders, and defines “Combined Company” by reference to NEH becoming a
wholly-owned subsidiary of ROCL. Similarly, we note disclosures regarding the issuance 2.

July 26, 2024
Page 2
of ROCL common stock upon exercise of ROCL public warrants, such as in connection
with the table on page 12. Please revise.
Summary of the Proxy Statement
Inventory of Drilling Locations, page 20
3.The figures for the gross and net natural gas and natural gas liquids reserves in paragraph
three on page 20 appear to represent the aggregation of proved and probable reserves. If
true, revise your disclosure to separately provide estimates of proved and probable
reserves. Refer to question 105.01 in the Compliance and Disclosure Interpretations
(“C&DIs”) regarding Oil and Gas Rules.
Consideration, page 24
4.Please tell us whether, and if so how, the First Amendment to the Business Combination
Agreement and Plan of Reorganization impacted the number of shares to be issued as
consideration in the Merger. In that regard, we note that while the amendment removed
the closing condition that NEH shall have raised at least $45 million in a private
placement of securities in order to fund its new plant construction, the amendment did not
appear to amend the definitions of “Company Merger Shares” and “Net Debt.” However,
we also note that your response to prior comment 4 suggests that the amendment
eliminated the adjustment to the NEH merger shares based on the Net Debt of NEH.
Redemption Rights, page 30
5.We note your disclosure in the table on page 30 regarding the number of shares at each
redemption level. However, it appears that the number of shares disclosed with respect to
the redemption levels other than “maximum redemptions” does not appear to be
consistent with the number of shares that would remain outstanding at each such
redemption level. Please advise.
We may need to raise capital after the Business Combination, which may not be available on
favorable terms, if at all..., page 40
6.We note your disclosure in this risk factor that you “may” need to raise capital after the
Business Combination. We also note your disclosure on page 176 that NEH is in the
process of securing a project financing arrangement, and your disclosure that NEH
estimates the capital requirements during 2024 and 2025 to be approximately $40 million
to $45 million. Please revise to reflect such information in your risk factor disclosure. In
that regard, we note that the parties have agreed to remove the closing condition that NEH
raise at least $45 million in a private placement in order to fund its new plant
construction.
Selected Historical Financial Data of ROCL, page 75
7.We note that the tabular disclosure for the period ended March 31, 2023 is not included.
Please revise.

July 26, 2024
Page 3
Unaudited Pro Forma Condensed Combined Financial Statements
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 4 - Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined
Balance Sheet as of March 31, 2024, page 89
8.We have considered your response to prior comment 15, where you indicate that the
adjustment is “necessary to a fair statement of the balance in the Trust Account and the
redemption price per share at the consummation of the Business Combination.” Please
clarify why Adjustment J is reflected in Scenario 1. In this regard, it appears that the
adjustment is relevant only in Scenario 2, where the assumption is that stockholders will
exercise their redemption rights.
9.We have considered your response to prior comment 16 and the disclosure related to
Adjustment N, which “Reflects the proceeds from the NEH debentures and the conversion
of the debentures to common stock.” Please address the following:

•Tell us why the balance of the NEH debentures is not eliminated with conversion of
the NEH debentures into common stock. In this regard, we note disclosure on page F-
93, which states: “ As of March 31, 2024, there was $499,611 payable on the Bridge
Financing Debentures which includes accrued interest. This amount was recorded as
Notes payable—current on the Company’s consolidated balance sheets .”
•Revise to clearly explain why this adjustment reflects an addition to cash of
$1,114,514. To this end, it appears this adjustment reflects the issuance of new NEH
debentures, rather than conversion of the outstanding NEH debentures noted above.
•Revise to disclose debentures issued and proceeds received subsequent to March 31,
2024, total amount of debentures converted with a reconciliation to number of shares
issued under each scenario presented on page 81. In addition, please revise the table
on page 12, as appropriate.
Appraisal of Certain Oil and Gas Interests, page 94
10.We note your response to prior comment 18 but are unable to locate the disclosure
revisions to the introductory paragraph clarifying the Appraisal Reports contained in
Annex D include estimates of proved and probable hydrocarbon reserves in addition to
estimates of proved and probable helium reserves. We reissue our prior comment.
Proposal 1: The Business Combination Proposal
Background of the Business Combination, page 99
11.Please describe the negotiations that resulted in the amendment to the Business
Combination Agreement and Plan of Reorganization in June 2024, and disclose why the
parties amended the terms of such agreement.
Recommendation of the ROCL Board of Directors and Reasons for the Business Combination,
page 104
12.We note the revised disclosure you made on page 106 in response to prior comment 19.
However, we note that the Standardized measure of discounted future net cash flows you
present of $1,049,600 does not match the amount reflected on page F-77 of $757,910.
Please revise your disclosures for consistency.

July 26, 2024
Page 4
New Era Helium Has Proved, Not Prospective, Reserves, page 105
13.We note the revised disclosure you made on page 106 in response to prior comment 21.
However, we reissue our prior comment in part as your disclosure continues to refer to a
standardized measure of discounted future net cash flows for probable reserves. Please
revise your disclosure to remove this description and indicate these cash flows represent
an after tax estimate and are provided for comparative purposes.

We also note the figure for the net present value of proved hydrocarbon reserves
discounted at 10% shown as $10,315,600 does not match the amount reflected on page
94. Furthermore, we are unable to reconcile the figures shown in the individual bullet
points for the proved and probable standardized measure using the inputs to the
calculation and figures presented on page F-77 and Annex D, respectively. Please revise
your disclosures for consistency or tell us why a revision is not needed.
Certain Prospective Financial Information of New Era Helium, page 110
14.We note your references in this section to the “Project Finance Debt,” and note that such
term is not defined. Please revise.
Nasdaq Matters, page 152
15.Please update your disclosure regarding the status of your requested hearing with the
Nasdaq Hearing Panel.
Information About NEH
Overview, page 156
16.We note the revised disclosure you made on pages 156 and 157 in response to prior
comment 21. However, we reissue our prior comment as your disclosure continues to be
incomplete regarding the specific information required by Items 1202, 1203(d), 1204,
1205, 1206 and 1208(a) and (b) of Regulation S-K. Please revise your disclosure and
provide this information under appropriate captions.
Proved Undeveloped Hydrocarbon Reserves, page 157
17.Please expand your discussion of the changes that occurred in proved undeveloped
reserves to provide an explanation for the changes due to extensions. As part of your
updated discussion, please additionally disclose the extent that any proved undeveloped
reserves were converted during the year into proved developed reserves. If no such
reserves were converted, please acknowledge this fact. If you did convert any such
reserves, please revise your reconciliation accordingly and disclose the capital
expenditures incurred. Refer to the disclosure requirements in Item 1203(b) and (c) of
Regulation S-K.
Customers, page 158
18.We note your disclosure that the Gas Purchase Agreement with IACX expired on May 31,
2024. Please update your disclosures regarding such agreement to disclose whether you
continue to sell natural gas and natural gas liquids to IACX, and if so, disclose the
material terms of such arrangements.

July 26, 2024
Page 5
19.We note your disclosure that NEH Midstream LLC, AirLife Gases USA Inc., and Badger
entered into an Assignment Agreement, pursuant to which NEH Midstream LLC assigned
all of its rights, title, interest and obligations in the Crude Helium Agreement to AirLife
Gases USA Inc. Please revise to clarify the impact, if any, on the terms of the Helium
Tolling Agreement and the Liquid Helium Agreement. For example, we note your
disclosure that KHC agreed to provide tolling services to you on a firm basis, for a
volume equivalent to the quantities sold under the Crude Helium Agreement with Badger.
Security Ownership of Certain Beneficial Owners and Management of ROCL and The Combined
Company, page 192
20.We note your response to prior comment 27 and reissue such comment in part. Please
disclose the information required by Item 403 of Regulation S-K regarding NEH before
the business combination. Refer to Item 18(a)(5)(ii) of Form S-4.
Material U.S. Federal Income Tax Consequences, page 202
21.Please disclose the federal income tax consequences of the Business Combination,
including the Initial Merger, to holders of ROCL Public Shares and ROCL Public
Warrants. See Item 4(a)(6) of Form S-4. If such tax consequences are material, also file a
tax opinion regarding such tax consequences. Refer to Item 601(b)(8) of Regulation S-K.
For guidance, please refer to Staff Legal Bulletin No. 19 (October 14, 2011), which is
available on our website. In addition, please obtain and file a revised tax opinion as to the
tax consequences of the Business Combination, including the Merger, to holders of NEH
common stock. In that regard, we note that the tax opinion filed as Exhibit 8.1 does not
appear to reflect the terms of the transactions, as amended in June 2024.
Experts, page 216
22.We have read your response and note the revised disclosure you made on page 216 in
response to prior comment 28. However, your disclosure only references the “Appraisal
Report” and does not additionally reference the reserves reports and estimates of reserves
appearing in this prospectus for the years ending December 31, 2020, 2021, and 2022 and
as noted in the MKM consent. Please revise your disclosure accordingly.
Appraisal Report, page 217
23.We note the figures for “Investments” and the resulting “Operating Income (BFIT)” for
the years ending December 31, 2022 and 2021 appear to be inconsistent with the
comparable figures on page F-77. Please revise your disclosure or provide an explanation
for the inconsistency.
Index to Financial Statements, page F-1
24.Please revise to present the audited financial statements of Roth CH V Holdings, Inc., the
registrant, as required by Rule 8-02 of Regulation S-X. If you believe that the audited
financial statements of the registrant may be omitted from your filing, please explain to us
the basis for your conclusion.

July 26, 2024
Page 6
New Era Helium Corp.
Notes to Consolidated Financial Statements
Note 17. Supplemental Oil and Natural Gas Disclosures (Unaudited)
Oil and Natural Gas Reserves, page F-74
25.We note the revised disclosure you made on page F-76 and elsewhere on page F-77 in
response to prior comment 32. However, we reissue our prior comment in part as the
discussion on page F-76 relating to certain undeveloped drilling locations is not explained
as correlating to the line item for revisions, if true. We also note you do not identify any
additional contributing factors such as changes due to costs, commodity prices, well
performance, or other changes to the extent these factors are applicable. Please revise your
explanation to separately identify and quantify each factor, including offsetting factors,
such that the change in the line item for revisions is fully explained.

Also, please relocate the discussion that appears on page F-77 after the reconciliation of
the changes in the standardized measure to follow the reconciliation of the change in total
proved reserves and expand your discussion of the change due to “Discoveries and
Extensions” to explain the difference between the net quantities presented in the line item
on page F-76 and the comparable amounts presented on page 157.
Standardized Measure of Discounted Future Net Cash Flows, page F-77
26.We note the reconciliation of the changes in the standardized measure for the year ended
December 31, 2021 shows a figure of “0” at the beginning of the year. This appears
inconsistent with the comparable estimate as of December 31, 2020 shown on page 218.
Please revise your disclosure to resolve the inconsistency or tell us why a revision is not
needed.
Exhibit 99.5, page II-2
27.We note the revised disclosure you made on page D-5 in Annex D (Exhibit 99.5) in
response to prior comment 38 regarding the specifications of the Pecos Slope Plant.
However, we reissue our prior comment in part as your disclosure does not additionally
clarify the annual forecasts of proved and incremental probable helium volumes are
consistent with the indicated plant processing capacity. The discussion under the section
“Primary Economic Assumptions” on page 96 was similarly revised and lacks the
clarification as noted.

To the extent the forecast annual proved or proved plus incremental probable helium
production volumes exceed the disclosed processing capacity of 87 Mcf per day revise
your forecasts or tell us why a revision is not required.
28.We have read your response to prior comment 39; however, we reissue our prior comment
as we are unable to locate disclosure that addresses our comment.
We note the revised disclosure made on page D-6 in Annex D (Exhibit 99.5) in response
to prior comment 42 regarding the contractually specified price for helium and the related
prices used in the report. The discussion under the section “Helium Prices” on page D-6
indicates for the helium prices used in the report, it was assumed that in years 1-3 the
helium price represented the ceiling price under each contract and that in years 4-1