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    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Main    212.407.4000

Fax      212.407.4990

June 28, 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

    John Hodgin

    Claudia Rios

    Laura Nicholson

    Re:
    Roth CH Acquisition V Co.

    Amendment No. 1 to Registration

    Statement on Form S-4 Filed

    May 13, 2024

    File No. 333-277055

Ladies and Gentlemen:

On behalf of Roth CH V Holdings, Inc. (the “Company”),
we are hereby responding to the letter dated June 3, 2024 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), to Roth CH Acquisition V Co. (“Original Registrant”)
regarding the Original Registrant’s Amendment No. 1 to Registration Statement on Form S-4, filed on May 13, 2024, File No. 333-277055
(the “Registration Statement”). For business reasons, the transaction structure was revised so that the Company would be the
ultimate parent at the close of the business combination, In response to the Comment Letter and in order to reflect a revised transaction
structure the Company is today filing with the Commission a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus
(the “Prospectus”). Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Prospectus.

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

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.

RESPONSE:
The bifurcation into two separate proposals is now reflected on the cover page of the Prospectus.

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 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.

RESPONSE:
The Company has clarified on the cover page of the Prospectus and throughout the document that the post-combination company will
have an aggregate of 75,000,000 authorized shares, consisting of 70,000,000 shares of common stock and 5,000,000 shares of preferred
stock.

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.

RESPONSE:
The Company has revised the tables on pages 12,30,76,81,88 and 91 of  the Prospectus to reflect 612,060 shares remaining
in the “maximum redemptions” scenarios to be consistent with the other disclosure.

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.

RESPONSE:
The respectfully advises the Staff that the Company has adjusted the shares in the pro forma financial statements to present 9,000,000
shares pursuant to the First Amendment to the Business Combination Agreement and Plan of Reorganization Amendment dated June 5, 2024
(the “BCA Amendment”) which, among other things, removed the $45,000,000 project financing closing condition,
thereby eliminating the adjustment to the NEH merger shares based on the Net Debt of NEH.

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.

RESPONSE:
The Company has removed the references to possible reserves not disclosed in the filing or addressed in the Appraisal Report from the 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.

RESPONSE:
The Company has revised the relevant risk factor on page 42 of the Prospectus to reflect the current stage of negotiations with the
BLM and the Company’s estimates of the royalties for crude helium, refined gaseous helium and refined liquid helium, noting
however that the actual royalty rates ultimately charged from the Company may deviate from such estimates. Similar disclosure has
been included in the “Summary of the Proxy Statement” on page 21 of the Prospectus.

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 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.

RESPONSE: The Company respectfully advises the Commission
that the proposed Articles of Incorporation and bylaws of the Combined Company, a newly-formed Nevada company under the new structure,
no longer contain exclusive forum provisions, and the Nevada Revised Statute and applicable law shall govern the matter. As a result,
the Prospectus has been revised to exclude all references to exclusive forum 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.

RESPONSE:
The Company has revised the disclosure on page 58 to disclose that if the Company liquidates, the warrants, not rights, will
expire worthless.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and sets for the below its detailed analysis in support of its position that equity
treatment for the Earnout Shares, if an when issued, is appropriate.

The following U.S. GAAP requirements were considered in accounting
for the Earnout Shares:

1. ASC 480, Distinguishing Liabilities from Equity (“ASC
480”);

2. ASC 815, Derivatives and Hedging, (“ASC 815”);

3. ASC 805, Business Combinations, (“ASC 805”);
and

The Earnout Share provisions include a future contingency
related to the post-closing entity’s EBITDA threshold, for Triggering Event I and the average of the reported sales prices of one
share of Roth common stock, for Trigging Event II. No explicit or implied service conditions are included as part of the agreement terms.
There are no employee services or board of director services being provided in exchange for the Earnout Shares; therefore, the Earnout
Shares are considered to be representative of contingent consideration.

Next, the Company examined the consideration under ASC 805-10-55-22
(a-h) and concluded the following:

1. there are no elements in the Earnout Share provisions
that would require continued employment in the combined entity in order to be eligible to receive the Earnout Shares and no incremental
payments to employees exist,

2. there are no elements in the Earnout Share provisions
that are based on the duration of continuing employment,

3. there are no elements in the Earnout Share provisions
that are based on level of compensation,

4. there are no incremental payments to employees required,

5. there are no elements in the Earnout Share provisions
that are based on the number of shares owned,

6. there is no direct linkage to the valuation of the Company,
and

7. the Earnout Share provisions includes a future contingency
related to the post-closing entity’s EDITDA threshold, for Triggering Event I and the average of the reported sales prices of one
share of Roth common stock, for Trigging Event II.

As a result of the conclusions above, the Earnout Share payment
provision should be recorded and classified as contingent consideration. Therefore, the transaction is required to be recognized and measured
at fair value as of the acquisition date in accordance with ASC 805-30-25-5 through 25-6, which requires that the accounting acquirer’s
obligation to pay contingent consideration be classified as a liability or in shareholders’ equity in accordance with ASC 480, Distinguishing
Liabilities from Equity, ASC 815, Derivatives and Hedging, or other applicable US GAAP.

ASC 480 applies to each freestanding financial instrument
identified within a transaction. In this case, The Earnout Share provision is deemed to be ONE SINGLE freestanding financial instrument
that contains TWO units of accounts, which are as follows: 1) EBITDA threshold Earnout Shares, and 2) Average of reported sales prices
of one share of Roth Common Stock Earnout Share.

In addition, ASC 480 establishes standards for an issuer’s
classification of certain financial instruments with characteristics of both liabilities and equity. Furthermore, the guidance states
that “contingent consideration arrangements that obligate an acquirer to deliver its own equity instruments meet the definition
of a financial instrument”, in which we have identified the Earnout Shares as freestanding financial instruments that are issuable
in accordance with the vesting conditions (or Exercise Contingencies) outlined in the Company’s Business Combination Agreement.
We believe such Exercise Contingencies align with the ASC’s definition of contingent considerations as concluded above. ASC 480
discusses the underlying criteria in a contingent consideration arrangement and notes that instruments that “solely or predominantly”
vary on the basis of something other than the entity’s shares do not qualify for equity treatment. Management assessed the following
criteria to determine if the Earnout Shares and corresponding Exercise Contingencies are within the scope of ASC 480 (with our conclusions
in bold below):

1. Mandatorily redeemable financial instruments: The Company
concluded that Earnout Shares do not represent a liability under ASC 480-10-25-4 through 25-7 because they are not in the form of an outstanding
share subject to redemption for cash or other assets upon the occurrence of an event that is certain to occur.

2. Obligation to repurchase equity shares: The Company concluded
that the Earnout Shares do not embody an obligation to repurchase equity shares by transferring assets under ASC 480-10-25-8 through 25-13
because the arrangement is only settleable in common stock.

3. Variable share-settled obligation: The Company concluded
that the Earnout Shares do not embody a variable-share obligation under ASC 480-10-25-14(a) through (c) as a result of the following:
1) the monetary value of the obligation is not based solely or predominantly on a fixed monetary amount known at inception that must or
may be settled by issuing a variable number of its equity shares. In this case, the determination as to whether the Earnout Shares will
be issued is based on the EBITDA level attained which does not impact the number of Earnout Shares to be issued, but rather act as an
exercise contingency (i.e., an on/off switch) when determining whether the Earnout Shares will be issued (i.e., either the individuals
receive the Earnout Shares or they do not), 2) the monetary value of the obligations is NOT based solely or predominantly on variations
in something other than the fair value of the issuer’s equity shares, and 3) the monetary value of the obligations is NOT based
solely or predominantly on variations inversely related to changes in the fair value of the issuer’s equity shares.

As a result of the conclusions above, the Earnout Shares
are not deemed to be within the scope of ASC 480. Because the arrangement is not subject to ASC 480, the Company considered the guidance
in ASC 815 to determine the appropriate classification and measurement. Specifically, ASC 815-40 provides for equity classification if
an arrangement or instrument (1) is indexed to the issuer’s stock (ASC 815-40-15) and (2) meets the requirements of the
equity classification guidance (ASC 815-40-25).

First, the Company evaluated the instruments contingent exercise
provisions in accordance with ASC 815-40-15-7A and concluded that the contingent provisions listed within the Earnout Share provision
that trigger the settlements of the arrangement (i.e., EBITDA threshold and average sales price of Roth Common Sto