SecProbe.io

August 27, 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.
Amendment No. 1 to Registration Statement on Form S-4
Filed August 9, 2024
File No. 333-280591
Dear John Lipman:
            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 July 26, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Summary of the Proxy Statement
Inventory of Drilling Locations, page 21
1.The disclosure of 93 proved undeveloped and 437 probable undeveloped locations under
this section appears inconsistent with the 80 proved undeveloped and 135 probable
undeveloped locations identified on page F-76 and in Annex D, respectively. Please
advise or revise your disclosure here and in each occurrence in your filing to resolve this
inconsistency.

August 27, 2024
Page 2
Summary of the Proxy Statement
Consideration, page 25
2.We note your disclosure on page 108 that on August 8, 2024, the parties to the BCA
entered into the Second Amendment to the Business Combination Agreement and the
definitions of “Company Merger Shares” and “Net Debt” were amended. Please
expand your disclosure here, page 81 and elsewhere to discuss the second amendment to
BCA, the revisions and its impact on number of shares NEH Stockholders will receive.
3.We note your response to prior comment 2. However, there are still disclosures that have
not been updated to reflect the amended business combination agreement. For
example, you state on page 25 that the holders of shares of Company Common Stock will
receive an aggregate of 9.0 million shares of Acquiror or ROCL, and on page 47 you state
that references to "Combined Company" is to ROCL and its subsidiaries after
consummation of the Business Combination. Please revise. As another example, we note
your disclosure on page 1 that this document constitutes a prospectus of Holdings under
the Securities Act, with respect to the shares of common stock to be issued to NEH’s
stockholders under the Business Combination Agreement and Plan of Reorganization, as
amended. Please revise to clarify whether this filing also constitutes a prospectus of
Holdings under the Securities Act with respect to the shares of common stock to be issued
to Roth CH Acquisition V Co.'s stockholders under the Business Combination Agreement
and Plan of Reorganization, as amended.
Unaudited Pro Forma Condensed Combined Financial Statements, page 80
4.We note from the table on page 13 that you have included 1,000,000 shares to be issued in
Transaction Financing in the possible sources of dilution. We also note on page 94 you
include proceeds of $10,000,000 from Transaction Financing Investors in the calculation
of Implied Value Per Share of ROCL Common Stock. However, in response to prior
comment 21 in our letter dated March 12, 2024, you indicated that you are obligated only
to use commercially reasonable efforts to obtain the Transaction Financing, but that it is
not a condition of closing. Please provide us with an update on your efforts. If this
financing is probable, please revise to include this in your pro forma financial
statements. Refer to Rule 11-01(a)(8) of Regulation S-X.
Business Combination, page 81
We note you revised the definition of Company Merger Shares and Net Debt in response
to prior comment 4. Based on the revised definitions provided on page A-76, please
address the following:

•We note the definition of Company Merger Shares includes the following
statement: "For purposes of the Company Merger Shares, such amount assumes the
Net Debt." Tell us and disclose here 'the amount assumed as Net Debt';
•Provide us with a detailed calculation of Net Debt. As part of your response,
specifically identify the components within the Net Debt definition you consider
"liquid assets" and "$500,000 of existing Indebtedness.";
We note that the definition of Net Debt includes a net capital raise of $8,200,000. Tell
us more about how you intend to comply with this component of the definition, and •5.

August 27, 2024
Page 3
your consideration of whether this should be given effect in your pro forma financial
statements;
•Based on the revised definition of "Company Merger Shares', tell us how you
concluded no adjustments are necessary and NEH stockholders will receive 9,000,000
shares;
•Revise your disclosures here and throughout the filing as necessary.
Information About NEH
Reserves, page 162
6.Please expand your disclosure to include a discussion of the internal controls pertaining to
your estimation of oil and gas reserves and provide the qualifications of the technical
person(s) at the company and the third-party engineering firm primarily responsible for
overseeing the preparation of the reserves estimates presented in your filing. Refer to the
requirements in Item 1202(a)(7) of Regulation S-K.
7.Please expand your disclosure to provide a general discussion of the technologies used to
establish the appropriate level of certainty for your reserves estimates. Refer to the
requirements in Item 1202(a)(6) of Regulation S-K.
8.Please expand your disclosure to provide the net quantities of your probable reserves by
individual product type. Refer to the requirements in Item 1202(a)(2) and (a)(4) of
Regulation S-K.

Please additionally provide a discussion of the uncertainty related to your probable
reserves, the basis for the assignment of such reserves, and include cautionary language
indicating estimates of probable reserves have not been adjusted for uncertainty, and
therefore they may not be comparable with, and should not be summed arithmetically
with estimates for proved reserves. Refer to Item 1202(a)(5) of Regulation S-K, the
definition of probable reserves in Rule 4-10(a)(18) of Regulation S-X and Question
105.01 in the Compliance and Disclosure Interpretations (“C&DIs”) regarding Oil and
Gas Rules.
9.We note the annual and cumulative undiscounted future net income shown in Annex D for
your proved hydrocarbon reserves is negative for the years 2024 through 2026. Please
provide us a quantitative analysis with supporting documentation showing you have a
source of funds sufficient for the investments identified in Annex D for each annual
period from 2024 thorough 2026 regarding your proved hydrocarbon reserves. It should
be clear that you have a reasonable expectation that all financing will be obtained prior to
the scheduled development. Refer to the requirements in Rule 4-10(a)(26) of Regulation
S-X.

Your response should additionally address the investments identified in Annex D for each
annual period from 2024 thorough 2025 regarding your proved helium volumes.

August 27, 2024
Page 4
10.Please expand your disclosure to provide an explanation for why material amounts of
your proved (and probable) undeveloped reserves will remain undeveloped for five years
or more after disclosure. Refer to the requirements in Item 1203(d) of Regulation S-K,
Rule 4-10(a)(31)(ii) of Regulation S-X, and Question 131.03 in the Compliance and
Disclosure Interpretations (“C&DIs”) regarding Oil and Gas Rules.
Customers, page 165
11.We note your response to prior comment 19, and reissue such comment. Please revise to
clarify the impact, if any, of the 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., on the material terms of the Helium
Tolling Agreement and the Liquid Helium Agreement. In that regard, we note your
response that NEH does not believe that the terms of the Assignment Agreement will have
an impact on the Helium Tolling Agreement or the Liquid Helium Agreement. However,
we also note your disclosure in this section that appears to describe terms for the Helium
Tolling Agreement and the Liquid Helium Agreement that are related to purchases by
NEH Midstream LLC under the Crude Helium Agreement. For example, we note your
disclosure on page 166 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. Please revise to clarify here the impact of the Assignment Agreement on such
provision.
Material U.S. Federal Income Tax Consequences , page 212
12.We note your response to prior comment 21 and your revised disclosure that the
Redomestication Merger is intended to qualify as a Reorganization. We also note your
disclosure that the provisions of the Code that govern reorganizations are complex, and
due to the absence of direct guidance on the application of Section 368 to a
reincorporation merger of a corporation holding only investment-type assets such as
ROCL, the qualification of the Redomestication Merger as a Reorganization is not
entirely clear. Please provide related risk factor disclosure.
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
13.We note disclosure on page F-76 indicates the production amounts used in the
reconciliation of the changes that occurred in total proved reserves represents the
production volumes projected in the reserve report at the beginning of the year. Please
revise the reserves reconciliation for each year presented to reflect the actual volumes sold
during the year to comply with FASB ASC 932-235-50-5e.
We note the revised disclosure you made on pages F-76 and F-77 in response to prior
comment 25. However, we reissue our prior comment in part as your discussion does not
fully address the changes due to revisions that occurred during fiscal 2023, 2022 and
2021. Please expand your discussion of revisions to separately identify and quantify the
changes, including offsetting changes, caused by factors such as costs and commodity
prices, well performance, uneconomic proved undeveloped locations, or the removal of 14.

August 27, 2024
Page 5
proved undeveloped locations due to changes in a previously adopted development plan,
such that the change shown in the line item “Revisions of Previous Estimates” is fully
explained. Refer to FASB ASC 932-235-50-5a.
Standardized Measure of Discounted Future Net Cash Flows, page F-77
15.We have read your response to prior comment 26; however, we reissue our prior comment
as we are unable to locate disclosure revisions that address our comment. Refer to FASB
ASC 932-235-50-35.

To the extent the starting balance at the beginning of the year is negative, please include
an explanation, e.g. due to inclusion of the estimated future costs incurred to settle your
asset retirement obligations, if true. Refer to FASB ASC 932-235-50-36.
            Please contact Jennifer O'Brien at 202-551-3721 or Raj Rajan at 202-551-3388 if you
have questions regarding comments on the financial statements and related matters. For
questions regarding comments on engineering matters you may contact John Hodgin at 202-551-
3699. Please contact Claudia Rios at 202-551-8770 or Laura Nicholson at 202-551-3584 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Alexandria E. Kane, Esq.