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    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Main    212.407.4000

Fax       212.407.4990

August 9, 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 V Holdings, Inc.

Registration Statement on Form S-4 Filed

June 28,
2024

File No. 333-280591

Ladies and Gentlemen:

On behalf of Roth CH V Holdings, Inc. (the “Company”),
we are hereby responding to the letter dated July 26, 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 June 28, 2024, File No. 333-280591 (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 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.

RESPONSE:
The Company has added disclosure that sets forth the treatment of the outstanding shares of Roth CH Acquisition V Co. common stock and
warrants on the cover page and on pages 25 and 102 of Amendment No.1.

About this Proxy Statement/Prospectus, page 1

 2. 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 of ROCL common stock upon exercise of ROCL public warrants, such as in connection with the table
on page 12. Please revise.

RESPONSE:
The Company has updated the disclosures throughout the 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, including, but not limited to, clarifying that
(1) the filing is a prospectus of Holdings with respect to shares of Holdings common stock to be issued to NEH’s stockholders,
(2) NEH will become a wholly-owned subsidiary of Holdings and (3) that shares of Holdings will be issuable upon the exercise
of warrants.

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.

RESPONSE:
The Company acknowledges the Staff’s comment and advises that the “Inventory of Drilling Locations” disclosure
on page 21 of Amendment No. 1 already includes estimates of proved reserves (390.6 MMcf of net proved undeveloped helium reserves)
and probable reserves (782.8 MMcf of net probable undeveloped reserves).

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.

RESPONSE:
The Company respectfully advises the Staff that the First Amendment to the Business Combination Agreement and Plan of Reorganization has
not impacted the number of shares to be issued as consideration in the Merger and that the Company and NEH have amended the Business Combination
to amend the definitions of “Company Merger Shares” and “Net Debt.” That amendmendt has been included as part
of Annex A to the proxy/statement prospectus of which the Registration Statement forms a part.

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.

RESPONSE:
The Company has added disclosure to page 32 of Amendment No. 1 to reflect recent redemptions.

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.

RESPONSE:
The Company respectfully refers the Staff to the revised risk factor on page 42 regarding the Company’s possible need for capital
after the Business Combination.

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.

RESPONSE:
The Company has added the tabular disclosure for the period ended March 31, 2023 on page 77 of Amendment No. 1.

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.

RESPONSE:
The Company respectfully advises the Staff that Adjustment J is reflected in Scenario 1 in order to present a fair statement of the adjusted
amount of funds held in the Trust Account that is reclassified to cash when it becomes available following the Business Combination.

 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.

RESPONSE:
The Company respectfully refers the Staff to the revised disclosure in the unaudited pro forma financial statements beginning on page 77
of Amendment No. 1. The Company has corrected the presentation of Adjustment N in the Unaudited Pro Forma Condensed Combined Financial
Statements to eliminate the NEH debentures that are being converted upon consummation of the Business Combination. The description for
Adjustment N has been revised to disclose the debentures issued and proceeds subsequent to March 31, 2024 and a reconciliation of
the total amount of debentures converted and the number of shares issued under each scenario. The table presented on page 13 has
been revised to include the NEH debenture shares.

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.

RESPONSE:
The Company respectfully refers the Staff to the revised disclosure in the “Appraisal of Certain Oil and Gas Interests section in
Amendment No. 3, which clarifies that the Appraisal Report contained in Annex D includes estimates of proved and probable hydrocarbon
reserves in addition to estimates of proved and probable helium reserves.

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.

RESPONSE:
The Company has added responsive disclosure beginning on page 109 of Amendment No. 1.

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.

RESPONSE:
The Company respectfully refers the Staff to the revised disclosure on page 111 of Amendment No. 1 in the section titled
 “Recommendation of the ROCL Board of Directors and Reasons for the Business Combination” to reconcile the former
discrepancy in the figure for standardized measure of discounted future net cash flows.

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.

RESPONSE:
The Company respectfully refers the Staff to the revised disclosure on page 111 in the “New Era Helium Has Proved, Not
Prospective, Reserves” subsection. The Company has also reconciled the figure for net present value of proved hydrocarbon
reserves discounted at 10% with the amount reflected in “The Current Appraisal Report” subsection so that both
indicate the correct amount ($10,095,200).

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.

RESPONSE:
The Company respectfully advises the Staff that the term is inapplicable and has been removed from Amendment No.1.

Nasdaq Matters, page 152

 15. Please
update your disclosure regarding the status of your requested hearing with the Nasdaq Hearing Panel.

RESPONSE:
The Company has added responsive disclosure beginning on page 158 of Amendment No. 1.

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.

RESPONSE:
The Company respectfully refers the Staff to the revised discussion in the “Information about NEH” section to
include the specific information required by Items 1202, 1203(d), 1204, 1205, 1206 and 1208(a) and (b) of Regulation S-K.
The Company respectfully refers the Staff to the revised disclosure on page 111 of Amendment No. 1 in the “New Era
Helium Has Proved, Not Prospective, Reserves” section.

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.

RESPONSE:
The Company respectfully refers the Staff to the revised disclosure on pages 162 and 163 of Amendment No. 1 in the
 “Proved Undeveloped Hydrocarbon Reserves” subsection.

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.

RESPONSE:
NEH continues to sell natural gas and natural gas liquids to IACX on a month-to-month basis. Although the term of the Gas Purchase
Agreement with IACX expired on May 31, 2024, the Gas Purchase Agreement provides for continued processing on a month-to-month
basis thereafter unless and until terminated by either the Company or IACX upon thirty (30) da