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    Loeb &
                           Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Main    212.407.4000

    Fax      212.407.4990

September 12, 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.

    Amendment No. 1 to Registration Statement
    on Form S-4

    Filed August 9, 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 August 27, 2024 (the “Comment
Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
regarding the Company’s Amendment No. 1 Registration Statement on Form S-4, filed on August 9, 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. 2 to the Registration Statement ( “Amendment No. 2”)
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.

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.

RESPONSE:
The Company has revised the disclosure at page 21 of Amendment No. 2 and respectfully advises the Staff that the 135 probable
wells reflected on the reserve report represent those probable wells that the Company intends to drill through December 31, 2038.
The reserve report also includes 318 additional probable wells that the Company intends to drill between January 1, 2039 and January 31,
2070.

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.

RESPONSE:
The Company has expanded the disclosure on pages 82 and 120 of Amendment No. 2 to discuss the second and third amendments
to BCA 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.

RESPONSE:
The Company acknowledges the Staff’s comment and has updated the Registration Statement to reflect the terms of the amended business
combination agreement including on pages 25 to 29, 81, and pages 112 to 122 of Amendment No. 2. The Company has also
clarified on page 1 of Amendment No. 2 that 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.

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.

RESPONSE:
The Company respectfully advises the Staff that pursuant to Section 7.10 of the Business Combination Agreement, ROCL has agreed
to “use commercially reasonable efforts” to obtain the Transaction Financing. ROCL has initiated conversations with
several potential investors and has identified a high interest in NEH and the Combined Company and ROCL and NEH’s management
believe that ROCL will be successful in identifying such additional sources. However, as of the date of this proxy
statement/prospectus, no commitments or definitive agreements in connection with the Transaction Financing have been entered into.
Accordingly, the Company concludes that including the Transaction Financing in the pro forma financial statements would be
premature. The Company also advises the Staff that it has added disclosure at pages 13, 42 and 96 of Amendment No. 2 regarding
the status of the Transaction Financing.

Business Combination, page 81

5. 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';

Page 3

 · 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 your consideration
                                            of whether this should be given effect in your pro forma financial statements;

Page 4

 · 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.

RESPONSE:

The Staff’s comments led NEH and ROCL to have many
discussions surrounding the true intent of the Net Debt adjustment and the subsequent further amendment of the Business Combination
Agreement, including an amendment executed on September 11, 2024 and included in Amendment No. 2, to reflect such discussions.
   As a result, the specific assumptions were removed from the definition since the numbers are not static and subject to
change.  Further, Net Debt was adjusted to refer solely to any change in Indebtedness between the signing of the original
Business Combination Agreement and the Closing.

While the definition of Net Debt no longer specifically includes a
numeric value for a net capital raise, the parties are continuing to engage in discussions with various sources to finance the company
on an ongoing basis and upon the Closing.  Such efforts have included discussions with potential financing sources regarding current
financing for NEH, PIPE financing upon the Closing for Holdings, and entering into non-redemption agreements with certain existing shareholders
which would potentially lead to greater sums remaining in the trust account of ROCL upon the Closing.

A pro forma calculation of the Net Debt is set forth below.  This
calculation includes current Indebtedness  in the amount of $1,064,152 which consists of principal and interest on certain loans
incurred by NEH.  Indebtedness specifically excludes any amounts that will convert into equity of NEH on or prior to the Closing.
The calculation also includes  “liquid assets” or cash and cash equivalents in an amount of $28,855.  Based on these
amounts, there would be an adjustment in the Company Merger Shares in the amount of 103,530, resulting in the issuance of 8,896,470 shares
to the shareholders of NEH.

Pro Forma Net Debt Calculation

    Principal and Interest of NEH Loans as of Closing Less
    $ 1,064,152

    Cash and Liquid Assets
    $ 28,855

    Total Net Debt
    $ 1,035,297

    Original Company Merger Shares
      9,000,000

    Adjustment
      103,530

    Adjusted Company Merger Shares
      8,896,470

The Company has added such illustrative disclosure on pages 82 and 120 of Amendment No. 2.

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.

RESPONSE:
The Company has provided the requested expanded disclosure beginning on page 165 of Amendment No. 2.

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.

RESPONSE:
The Company has provided the requested expanded disclosure at page 165 of Amendment No. 2.

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.

RESPONSE:
The Company has provided the requested expanded disclosure at page 165 of Amendment No. 2.

 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.

Response:
The Company respectfully advises the Staff that, in accordance with Rule 4-10(a)(26) of Regulation S-X, NEH’s management reasonably
expects that it will be able to obtain financing for the proved hydrocarbon reserves and the proved helium reserves related to the projects
identified in Annex D for each annual period from 2024 through 2026.

Page 5

The table
below contains a summary of the anticipated sources and uses of funds for the proved hydrocarbon reserves and proved helium reserves
for the periods indicated:

As of December 31, 2023

      Undiscounted Cash Flows

      2024
      2025
      2026

    Proved Hydrocarbon Reserses
    $ (8,085,950 )
    $ (6,168,110 )
    $ (4,518,170 )

    Proved Helium Reserves
    $ (10,800,000 )
    $ 2,265,520
    $ 15,033,790

    $ (18,885,950 )
    $ (3,902,590 )
    $ 10,515,620

    Capital Spending:

    Gas Plant - Helium Reserves
    $ 10,800,000
    $ 6,125,000
    $ -
    $ 16,925,000

    Gathering System - Hydrocarbon Reserves
    $ 8,000,000
    $ -
    $ -
    $ 8,000,000

    Recompletions - Hydrocarbon Reserves
    $ -
    $ 507,910
    $ 438,210
    $ 946,120

    Drilling - Hydrocarbon Reserves
    $ -
    $ 11,887,730
    $ 15,643,000
    $ 27,530,730

    $ 18,800,000
    $ 18,520,640
    $ 16,081,210
    $ 53,401,850

(*) “Capital Spending”
is net of undiscounted cash flows, which does not include general & administrative costs.

(**) Drilling expenses and other
costs relating to probable hydrocarbon reserves and probable helium reserves will not be incurred until 2029.

NEH management’s reasonable
expectation is based on the following:

 · NEH’s
                                            proven ability to raise capital through sale of stock and the Bridge Financing Debentures.
                                            To date, NEH has been able to sell 499,221 shares of capital stock to 18 investors,
                                            in the total amount of $1,747,270. In addition, as disclosed in the Registration