SecProbe.io

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April 17, 2026

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kevin Dougherty

Re: Request
for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-294990)
of New Era Energy & Digital, Inc.

Ladies and Gentlemen:

On behalf of New Era Energy&
Digital, Inc., and pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective
date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Eastern Time, on April
21, 2026, or as soon as practicable thereafter.

Thank you for your assistance
in this matter. If you need any additional information, please contact Sarah K. Morgan of Vinson & Elkins L.L.P. at (720) 802-8114
or Katherine Terrell Frank of Vinson & Elkins L.L.P. at (214) 220-7869.

[Signature Page Follows]

     

    Very truly yours,

    New Era Energy & Digital, Inc.

    By:
    /s/ E. Will Gray II

    Name:
    E. Will Gray II

    Title:
    Chief Executive Officer

    Cc:
    Sarah K. Morgan, Vinson & Elkins L.L.P.

    Katherine Terrell Frank, Vinson & Elkins L.L.P.

Signature
Page to

Acceleration
Request

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 16, 2026

E. Will Gray II
Chief Executive Officer
New ERA Energy & Digital, Inc.
200 N. Loraine Street, Suite 1324
Midland, Texas 79701

 Re: New ERA Energy & Digital, Inc.
 Registration Statement on Form S-3
 Filed April 10, 2026
 File No. 333-294990
Dear E. Will Gray II:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kevin Dougherty at 202-551-3271 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Katherine Terrell Frank
</TEXT>
</DOCUMENT>

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 January 28, 2026

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Michael Purcell

 Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-292892 )
of New Era Energy & Digital, Inc.

 Ladies and Gentlemen:

 On behalf of New Era Energy & Digital, Inc., and pursuant to Rule
461 under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration
Statement be accelerated so that it may become effective at 1:00 p.m., Eastern Time, on January 30, 2026, or as soon as practicable thereafter.

 Thank you for your assistance
in this matter. If you need any additional information, please contact Sarah K. Morgan of Vinson & Elkins L.L.P. at (720) 802-8114
or Katherine Terrell Frank of Vinson & Elkins L.L.P. at (214) 220-7869.

 [Signature Page Follows]

 Very truly yours,

 New Era Energy & Digital, Inc.

 By:
 /s/ E. Will Gray II

 Name:
 E. Will Gray II

 Title:
 Chief Executive Officer

 Cc: Sarah K. Morgan, Vinson & Elkins L.L.P.

 Katherine Terrell Frank, Vinson & Elkins L.L.P.

 Signature
Page to

 Acceleration
Request

January 28, 2026
E. Will Gray
Chief Executive Officer
New Era Energy & Digital, Inc.
4501 Santa Rosa Dr.
Midland, TX 79707
Re:New Era Energy & Digital, Inc.
Registration Statement on Form S-3
Filed January 23, 2026
File No. 333-292892
Dear E. Will Gray:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Logan Weissler

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VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

One Station Place

100 F Street N.E.

Washington, D.C. 20549-7010

Attention: Anuja Majmudar

    Re:
    New
    Era Helium Inc.

    Registration Statement on Form F-1 (No. 333-284076)

Ladies and Gentlemen:

The
undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1 filed with the
U.S. Securities and Exchange Commission (the “Commission”) on January 10, 2025, as amended, be accelerated so that it will
be made effective at 9:00 a.m. Eastern Daylight Time on January 15, 2025, or as soon thereafter as practicable, pursuant to Rule 461(a)
of the Securities Act of 1933, as amended (the “Act”).

The
undersigned registrant hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action
of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the undersigned
registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned
registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

The undersigned registrant
is aware of its obligations under the Act.

    Yours faithfully,

    NEW ERA HELIUM
    INC.

    By:

    /s/
    E. Will Gray II

    Name: E. Will Gray II

    Title: Chief Executive Officer

January 10, 2025
Michael J. Rugen
Chief Financial Officer
New Era Helium Inc.
4501 Santa Rosa Drive
Midland, TX 79707
Re:New Era Helium Inc.
Registration Statement on Form S-1
Filed December 30, 2024
File No. 333-284076
Dear Michael J. Rugen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja Majmudar at 202-551-3844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ross Carmel

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Roth CH V Holdings,
Inc.

888 San Clemente Drive,
Suite 400

Newport Beach, CA 92660

(949) 720-5700

November 5, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Jennifer O’Brien

    Raj Rajan

    John Hodgin

    Claudia Rios

    Laura Nicholson

    Cheryl Brown

 Re: Roth CH V Holdings, Inc.

Registration Statement on Form S-4

Filed June 28, 2024, as amended

File No. 333-280591

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
the registrant Roth CH V Holdings, Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement so
that it will become effective at 5:00 p.m. ET on Wednesday, November 6, 2024, or as soon as practicable thereafter.

Please call Alexandria Kane of Loeb & Loeb LLP at (212) 407-4017
if you have any questions with respect to the foregoing.

    Very truly yours,

    ROTH CH V HOLDINGS, INC.

    By:
    /s/ John Lipman

    John Lipman

    President

    cc:
    Loeb & Loeb LLP

    Mitchell Nussbaum

    Alexandria Kane

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    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Main    212.407.4000

Fax       212.407.4990

November 1, 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. 4 to Registration
Statement on Form S-4

Filed October 23, 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 October 28, 2024 (the “Comment Letter”) from the staff (the
 “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding the
Company’s Amendment No. 4 Registration Statement on Form S-4, filed on October 23, 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. 5 to the Registration Statement ( “Amendment No. 5”)
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. 4 to Registration Statement on Form S-4

Any extension of the Completion Window beyond November 30,
2024..., page 55

 1. We note your disclosure regarding the consequences of any suspension or delisting of your securities. Please also disclose the
impact of any such suspension or delisting on the parties' rights under the Business Combination Agreement and Plan of Reorganization.
In that regard, we note the closing condition that the shares of Roth CH Acquisition V Co. shall be listed on Nasdaq, or another national
securities exchange mutually agreed to by the parties, as of the closing date. In addition, please clarify the references to "November 20"
as the date the 36-month window ends. In that regard, we note your disclosure that your securities will be suspended and delisted if you
do not complete your business combination by November 30, 2024.

RESPONSE: The Company has disclosed the impact of any Nasdaq suspension
or delisting on the parties' rights under the Business Combination Agreement and Plan of Reorganization on page 55 of Amendment
No. 5 and clarified that the 36-month window ends on November 30, 2024.

Anti-takeover provisions in our amended and restated articles of
incorporation and bylaws..., page 60

 2. Please ensure that your disclosure regarding the corporate governance documents of the Combined Company is consistent with such
documents. For example, we note your disclosure that the corporate governance documents of the Combined Company will include a forum selection
clause, “which means certain litigation against [you] can only be brought in Delaware.” However, it does not appear that such
forum selection clause is set forth in the proposed bylaws filed as Exhibit 3.6 or the proposed articles of incorporation filed as
Exhibit 3.7. Please advise.

RESPONSE: In response to the Commission’s comment,
the Company respectfully refers the Staff to the revised risk factor on page 60 of Amendment No. 5, which has removed the reference to the forum
selection clause.

Proposal 2: The Business Combination Proposal

Recommendation of the ROCL Board of Directors and Reasons for the
Business Combination, page 114

 3. We note your updated disclosure on pages 117, 120 and 121 indicating that the projections were prepared assuming the new processing
plant will commence operations by Q2 of 2025. However, this updated projection does not appear to be consistent with the timing in which
the projections were prepared by New Era Helium’s management. In this regard, disclosure on page 120 indicates that the projections
have not been updated. Therefore, please revise your disclosure so that it reflects the assumption applicable to the date in which the
projections were prepared.

RESPONSE: The Company respectfully refers the Staff to
the revised disclosure on page 117, 120 and 121 in Amendment No. 5, which corrects the assumptions underlying the projections reviewed by the board of directors. The projections have not been updated.

Proposal 7: The Management Equity Incentive Plan Proposal, page 136

 4. Please revise here and throughout your filing to disclose the number of shares to be reserved for future issuance under the Combined
Company’s proposed 2024 Stock Incentive Plan. In that regard, we note your references to “[1,500,000]” shares.

RESPONSE: The Company has disclosed the number of shares
to be reserved for future issuance under the Combined Company’s proposed 2024 Stock Incentive Plan on pages 30, 66 and 136
of Amendment No. 5.

Description of the Combined Company's Securities, page 206

 5. We note your response to prior comment 8, and the proposed bylaws of the Combined Company filed as Exhibit 3.6. Please disclose
the provisions in the proposed bylaws regarding the rights of shareholders to call a special meeting and the quorum required for the transaction
of business at meetings of shareholders.

RESPONSE: The Company respectfully refers the Staff to the
revised disclosures in the “Description of the Combined Company’s Securities” section on page 210 of Amendment
No. 5, which includes provisions in the proposed bylaws regarding the rights of shareholders to call a special meeting and the quorum
required for the transaction of business at meetings of shareholders. The Company has also included in such revised disclosures the applicable
section references in the proposed bylaws.

Index to Financial Statements, page F-1

 6. We have considered your response to prior comment 24 in our letter dated July 26, 2024. We understand from your response that
Roth CH V Holdings, Inc. ("Holdings") was formed on June 24, 2024 by Roth CH Acquisition V Co. ("ROCL")
 "for the specific purpose of engaging in the business combination transaction." However, it does not appear that Holdings has
met the criteria to be considered a business combination related shell company because it was formed by an entity that is a shell company.
We also note that Holdings is expected to succeed to the accounts of ROCL and New Era Helium Corp. in the transaction that is being contemplated.
Therefore, your next amendment should include audited financial statements of Holdings as of a date within 135 days of the filing to comply
with Rule 8-02 of Regulation S-X. You may omit a statement of comprehensive income for the entity if income and expense incurred
through the balance sheet date are nominal and any activity is summarized in an audited note.

RESPONSE:
The Company respectfully advises the Staff that Amendment No. 5 has been revised to include audited financial statements of Holdings as of a date within
135 days of the filing.

General

 7. We note that Roth CH Acquisition V Co. did not file current reports on Form 8-K in connection with amendments 3 and 4 to the
Business Combination Agreement and Plan of Reorganization. Please provide your analysis explaining why Roth CH Acquisition V Co. is not
required to file a current report on Form 8-K disclosing its entry into such amendments. Refer to Item 1.01 of Form 8-K and
Exchange Act Rule 13a-11.

RESPONSE: The Company respectfully advises the Staff
that on October 31, 2024 ROCL filed amendments 2, 3 and 4 to the Business Combination Agreement and Plan of Reorganization in a
Current Report on Form 8-K.

 8. We note that Roth CH Acquisition V Co. filed a preliminary proxy statement on Schedule 14A with respect to the company’s
proposal to amend its amended and restated certificate of incorporation to extend the date by which the company has to consummate a business
combination up to six times, each such extension for an additional one-month period, from December 4, 2024 to June 4, 2025.
Please update your registration statement to disclose such information.

RESPONSE: The Company respectfully advises the Staff it has
disclosed its recent filing of a preliminary proxy statement with respect to the Company’s proposal to amend its Current Charter
to extend the date by which the Company has to consummate a business combination on pages 5 and 161 of Amendment No. 5.

Please call Alexandria Kane of Loeb & Loeb LLP at (212) 407-4017
if you would like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Alexandria Kane

    Alexandria Kane

    Partner

    Loeb & Loeb LLP

October 28, 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. 4 to Registration Statement on Form S-4
Filed October 23, 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 October 17, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-4
Any extension of the Completion Window beyond November 30, 2024..., page 55
1.We note your disclosure regarding the consequences of any suspension or delisting of
your securities. Please also disclose the impact of any such suspension or delisting on
the parties' rights under the Business Combination Agreement and Plan of
Reorganization. In that regard, we note the closing condition that the shares of Roth
CH Acquisition V Co. shall be listed on Nasdaq, or another national securities
exchange mutually agreed to by the parties, as of the closing date. In addition, please
clarify the references to "November 20" as the date the 36-month window ends. In
that regard, we note your disclosure that your securities will be suspended and delisted
if you do not complete your business combination by November 30, 2024.

October 28, 2024
Page 2
Anti-takeover provisions in our amended and restated articles of incorporation and bylaws...,
page 60
2.Please ensure that your disclosure regarding the corporate governance documents of
the Combined Company is consistent with such documents. For example, we note
your disclosure that the corporate governance documents of the Combined Company
will include a forum selection clause, “which means certain litigation against [you]
can only be brought in Delaware.” However, it does not appear that such forum
selection clause is set forth in the proposed bylaws filed as Exhibit 3.6 or the proposed
articles of incorporation filed as Exhibit 3.7. Please advise.
Proposal 2: The Business Combination Proposal
Recommendation of the ROCL Board of Directors and Reasons for the Business
Combination, page 114
3.We note your updated disclosure on pages 117, 120 and 121 indicating that the
projections were prepared assuming the new processing plant will commence
operations by Q2 of 2025. However, this updated projection does not appear to be
consistent with the timing in which the projections were prepared by New Era
Helium’s management. In this regard, disclosure on page 120 indicates that the
projections have not been updated. Therefore, please revise your disclosure so that it
reflects the assumption applicable to the date in which the projections were prepared.
Proposal 7: The Management Equity Incentive Plan Proposal, page 136
4.Please revise here and throughout your filing to disclose the number of shares to be
reserved for future issuance under the Combined Company’s proposed 2024 Stock
Incentive Plan. In that regard, we note your references to “[1,500,000]” shares.

Description of the Combined Company's Securities, page 206
5.We note your response to prior comment 8, and the proposed bylaws of the Combined
Company filed as Exhibit 3.6. Please disclose the provisions in the proposed bylaws
regarding the rights of shareholders to call a special meeting and the quorum required
for the transaction of business at meetings of shareholders.
Index to Financial Statements, page F-1
We have considered your response to prior comment 24 in our letter dated July 26,
2024. We understand from your response that Roth CH V Holdings, Inc. ("Holdings")
was formed on June 24, 2024 by Roth CH Acquisition V Co. ("ROCL") "for the
specific purpose of engaging in the business combination transaction." However, it
does not appear that Holdings has met the criteria to be considered a business
combination related shell company because it was formed by an entity that is a shell
company. We also note that Holdings is expected to succeed to the accounts of ROCL
and New Era Helium Corp. in the transaction that is being contemplated. Therefore,
your next amendment should include audited financial statements of Holdings as of a
date within 135 days of the filing to comply with Rule 8-02 of Regulation S-X. You
may omit a statement of comprehensive income for the entity if income and expense 6.

October 28, 2024
Page 3
incurred through the balance sheet date are nominal and any activity is summarized in
an audited note.
General
7.We note that Roth CH Acquisition V Co. did not file current reports on Form 8-K in
connection with amendments 3 and 4 to the Business Combination Agreement and
Plan of Reorganization. Please provide your analysis explaining why Roth CH
Acquisition V Co. is not required to file a current report on Form 8-K disclosing its
entry into such amendments. Refer to Item 1.01 of Form 8-K and Exchange Act Rule
13a-11.
8.We note that Roth CH Acquisition V Co. filed a preliminary proxy statement on
Schedule 14A with respect to the company’s proposal to amend its amended and
restated certificate of incorporation to extend the date by which the company has to
consummate a business combination up to six times, each such extension for an
additional one-month period, from December 4, 2024 to June 4, 2025. Please update
your registration statement to disclose such information.
            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.

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    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Main    212.407.4000

Fax       212.407.4990

October 22, 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. 3 to Registration
Statement on Form S-4

Filed October 4, 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 October 17, 2024 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), regarding the Company’s Amendment No. 4
Registration Statement on Form S-4, filed on October 4, 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.
4 to the Registration Statement ( “Amendment No. 4”) 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. 3 to Registration Statement on Form S-4

Questions and Answers About the Proposals, page 4

1. Please revise the quantities reflected as Shares outstanding
in all three scenarios in the table presenting possible sources of dilution on page 13 to reflect the removal of the 1,000,000 shares
previously associated with the transaction financing assumption.

RESPONSE:
The Company has made the requested revisions in the tables on page 13 of Amendment No. 4 to reflect the removal of the 1,000,000 shares
previously associated with the transaction financing.

Summary of the Proxy Statement, page 19

2. We note that your disclosure on pages 24, 165 and 171 regarding
your expectation that the Pecos Slope Plant will commence operations in the first quarter of 2025 does not appear to be consistent with
your disclosure on page 20 that the Pecos Slope Plant is expected to commence operations in the second quarter of 2025. Please revise.

RESPONSE:
The Company respectfully advises the Staff that the Pecos Slope Plant’s anticipated commencement
date will be in the second quarter of 2025. Accordingly, the Company has clarified the disclosure on pages 24,117,165 and 172 of
Amendment No. 4.

We cannot assure you that ROCL will be able to successfully negotiate
and execute definitive agreements..., page 42

3. We note that you have removed the proposal to approve the issuance
of more than 20% of the common stock in connection with the Transaction Financing. We also note your disclosure that Roth CH Acquisition
V Co. has initiated conversations with several potential investors and has identified a high interest in NEH and the Combined Company
and NEH’s management believes that Roth CH Acquisition V Co. will be successful in identifying additional sources of financing
from third-party financing sources in the form of equity, equity linked, convertible equity, preferred or debt instruments. Please provide
any material updates to such disclosure.

RESPONSE:
The Company respectfully advises the Staff that it has no material updates to the existing disclosure regarding conversations with several
potential investors.

We have no operating history and are subject to a mandatory liquidation
and subsequent dissolution requirement, page 54

4. We note your disclosure in this section suggests that Roth CH
Acquisition V Co. may amend its charter to extend its termination date beyond December 4, 2024. We also note that Roth CH Acquisition
V Co. is listed on The Nasdaq Global Market and that Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one
or more business combinations within 36 months of the effectiveness of its IPO registration statement. Please revise to describe this
rule and related risks, including with respect to the recent amendments to Nasdaq Rule 5815 regarding suspension and delisting. In addition,
in your risk factor on page 63 under the caption “Nasdaq may not list the Combined Company’s securities on its exchange…,”disclose
the impact of such rule change on the risk of immediate suspension of trading in the event that the Combined Company is not able to meet
Nasdaq’s initial listing requirements.

RESPONSE:
The Company has added risk factor disclosure on page 55 of Amendment No. 4 to describe Nasdaq Rule IM-5101-2 rule and related risks,
and recent amendments to Nasdaq Rule 5815. In addition, the Company has revised the risk factor disclosure on page 64 of Amendment
No. 4 to disclose the impact of such rule change in the event that the Combined Company is not able to meet Nasdaq’s initial
listing requirements .

Selected Unaudited Pro Forma Condensed Combined Financial Statements,
page 79

5. Please revise the table on page 80 to present pro forma weighted
average number of shares outstanding consistent with disclosures in Note 7-Loss per Share, page 96.

RESPONSE:
The Company has revised the table on page 81 of Amendment No. 4 to present pro forma weighted average number of shares outstanding
consistent with disclosures in Note 7-Loss per Share.

Potential Impact on the Per Share Value of Shares Owned by Non-Redeeming
Shareholders, page 98

6. As stated in your response to prior comment 10, please further
revise the table here to remove the $10,000,000 previously associated with the transaction financing assumption.

RESPONSE:
The Company has revised the table on page 99 of Amendment No. 4 to remove the $10,000,000 previously associated with the transaction financing.

Customers

Sales Agreements, page 168

7. We note your response to prior comment 12. Please revise your
disclosure on page 169 regarding the Liquid Helium Agreement, as amended, to disclose whether the Assignment Agreement impacted the amount
of helium that AirLife is required to purchase from NEH Midstream under the Liquid Helium Agreement. In that regard, we note your disclosure
in that section that the Company would provide to AirLife, in part, all of the helium produced from the crude helium the Company purchases
from Badger Midstream Energy, LP each month, minus two percent (2%) tolling losses.

RESPONSE:
The Company respectfully refers the Staff to the revised disclosure on pages 170 and 171 of Amendment No. 4 to indicate that after entering into
the Assignment Agreement NEH’s remaining obligation is to provide to AirLife fifty percent (50%) of the helium generated from the
Pecos Slope Plant under the Liquid Helium Agreement, less two percent (2%) tolling losses. NEH no longer has an obligation to provide
AirLife liquefied helium produced from crude helium purchased from Badger, as that crude helium will be sold by Badger directly to AirLife.

Exhibits

8. We note that you have filed as Exhibit 3.5 bylaws of Roth CH
V Holdings, Inc. Please tell us whether such bylaws are intended to be the proposed bylaws of the combined company. In that regard, we
note that the exhibit index indicates that the bylaws of Holdings is filed as Exhibit 3.5 and that the proposed bylaws of the combined
company are to be filed as Exhibit 3.6. We also note that certain provisions described under “Proposed Bylaws or Certificate of
Incorporation” beginning on page 217 do not appear to be consistent with the bylaws filed as Exhibit 3.5 or the proposed articles
of incorporation filed as Exhibit 3.7, such as provisions relating to supermajority voting, the corporate opportunity doctrine and exclusive
forum. Please advise.

RESPONSE:
The Company respectfully advises the Staff that the Company has refiled Exhibits 3.5 and filed Exhibit 3.6 to clarify that Exhibit 3.5
represents the current bylaws of Holdings, and that Exhibit 3.6 represents the proposed bylaws of the Combined Company, as indicated in
the Exhibit Index. The Company has also reconciled the disclosures in Annex B of Amendment No 4. and on pages 207 and 221 of Amendment No. 4 under
the section titled “Proposed Bylaws or Certificate of Incorporation” to correspond with the provisions in Exhibits
3.6 and 3.7.

9. Please obtain and file a revised legality opinion that addresses
the legality of all securities being registered. In that regard, we note that the legality opinion filed as Exhibit 5.1 does not address
the legality of all shares of Roth CH V Holdings, Inc. common stock referenced in the filing fee table provided in Exhibit 107 and does
not address the legality of the warrants to purchase shares of common stock. We also note that the opinion addresses the legality of
the shares of common stock underlying the warrants. However, it does not appear from the filing fee table provided in Exhibit 107 that
the prospectus is intended to register the issuance of such shares. Please advise.

RESPONSE:
The Company has obtained and filed a revised legality opinion that addresses the legality of all securities being registered. The revised opinion does not address the legality of the shares of common stock underlying
the warrants.

Please call Alexandria Kane of Loeb & Loeb LLP at (212) 407-4017
if you would like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Alexandria Kane

    Alexandria Kane

    Partner

    Loeb & Loeb LLP

October 17, 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. 3 to Registration Statement on Form S-4
Filed October 4, 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 September 27, 2024
letter.
Amendment No. 3 to Registration Statement on Form S-4
Questions and Answers About the Proposals, page 4
1.Please revise the quantities reflected as Shares outstanding in all three scenarios in the
table presenting possible sources of dilution on page 13 to reflect the removal of the
1,000,000 shares previously associated with the transaction financing assumption.

October 17, 2024
Page 2
Summary of the Proxy Statement, page 19
2.We note that your disclosure on pages 24, 165 and 171 regarding your expectation
that the Pecos Slope Plant will commence operations in the first quarter of 2025 does
not appear to be consistent with your disclosure on page 20 that the Pecos Slope Plant
is expected to commence operations in the second quarter of 2025. Please revise.
We cannot assure you that ROCL will be able to successfully negotiate and execute definitive
agreements..., page 42
3.We note that you have removed the proposal to approve the issuance of more than
20% of the common stock in connection with the Transaction Financing. We also note
your disclosure that Roth CH Acquisition V Co. has initiated conversations with
several potential investors and has identified a high interest in NEH and the Combined
Company and NEH’s management believes that Roth CH Acquisition V Co. will be
successful in identifying additional sources of financing from third-party financing
sources in the form of equity, equity linked, convertible equity, preferred or debt
instruments. Please provide any material updates to such disclosure.
We have no operating history and are subject to a mandatory liquidation and subsequent
dissolution requirement, page 54
4.We note your disclosure in this section suggests that Roth CH Acquisition V Co. may
amend its charter to extend its termination date beyond December 4, 2024. We also
note that Roth CH Acquisition V Co. is listed on The Nasdaq Global Market and that
Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one
or more business combinations within 36 months of the effectiveness of its IPO
registration statement. Please revise to describe this rule and related risks, including
with respect to the recent amendments to Nasdaq Rule 5815 regarding suspension and
delisting. In addition, in your risk factor on page 63 under the caption “Nasdaq may
not list the Combined Company’s securities on its exchange…,”disclose the impact of
such rule change on the risk of immediate suspension of trading in the event that the
Combined Company is not able to meet Nasdaq’s initial listing requirements.
Selected Unaudited Pro Forma Condensed Combined Financial Statements, page 79
5.Please revise the table on page 80 to present pro forma weighted average number of
shares outstanding consistent with disclosures in Note 7-Loss per Share, page 96.
Potential Impact on the Per Share Value of Shares Owned by Non-Redeeming Shareholders,
page 98
6.As stated in your response to prior comment 10, please further revise the table here to
remove the $10,000,000 previously associated with the transaction financing
assumption.
Customers
Sales Agreements, page 168
We note your response to prior comment 12. Please revise your disclosure on page
169 regarding the Liquid Helium Agreement, as amended, to disclose whether the
Assignment Agreement impacted the amount of helium that AirLife is required to 7.

October 17, 2024
Page 3
purchase from NEH Midstream under the Liquid Helium Agreement. In that regard,
we note your disclosure in that section that the Company would provide to AirLife, in
part, all of the helium produced from the crude helium the Company purchases from
Badger Midstream Energy, LP each month, minus two percent (2%) tolling losses.
Exhibits
8.We note that you have filed as Exhibit 3.5 bylaws of Roth CH V Holdings, Inc. Please
tell us whether such bylaws are intended to be the proposed bylaws of the combined
company. In that regard, we note that the exhibit index indicates that the bylaws of
Holdings is filed as Exhibit 3.5 and that the proposed bylaws of the combined
company are to be filed as Exhibit 3.6. We also note that certain provisions described
under “Proposed Bylaws or Certificate of Incorporation” beginning on page 217 do
not appear to be consistent with the bylaws filed as Exhibit 3.5 or the proposed
articles of incorporation filed as Exhibit 3.7, such as provisions relating to
supermajority voting, the corporate opportunity doctrine and exclusive forum. Please
advise.
9.Please obtain and file a revised legality opinion that addresses the legality of all
securities being registered. In that regard, we note that the legality opinion filed as
Exhibit 5.1 does not address the legality of all shares of Roth CH V Holdings, Inc.
common stock referenced in the filing fee table provided in Exhibit 107 and does not
address the legality of the warrants to purchase shares of common stock. We also note
that the opinion addresses the legality of the shares of common stock underlying the
warrants. However, it does not appear from the filing fee table provided in Exhibit
107 that the prospectus is intended to register the issuance of such shares. Please
advise.
            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.

CORRESP
1
filename1.htm

    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Main    212.407.4000

                                            Fax      212.407.4990

October 3, 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. 2 to Registration
Statement on Form S-4

    Filed September 13, 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 September 27, 2024 (the “Comment Letter”) from the staff (the
 “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding the
Company’s Amendment No. 2 Registration Statement on Form S-4, filed on September 13, 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. 3 to the Registration Statement ( “Amendment No. 3”)
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. 2 to Registration Statement on Form S-4

Summary of the Proxy Statement

Consideration, page 26

 1. We note the statement under this heading that “For purposes
of the Company Merger Shares, such amount assumes $37,300,000 of Net Debt. For every dollar of Net Debt lower than $37,300,000 at Closing,
the Company Merger Shares will be increased by 1/10 of one share and for every dollar of Net Debt higher than $37,300,000 at Closing,
the Company Merger Shares will be decreased by 1/10 of one share.” To avoid investor confusion, please revise this disclosure so
that it addresses only the most current terms of the Business Combination Agreement and Plan of Reorganization.

RESPONSE: The Company has revised the disclosure on
page 26 of Amendment No. 3 to ensure that it addresses only the most current terms of the Business Combination Agreement and
Plan of Reorganization

 2. Further to the above, please revise the disclosures in this filing
to remove the superseded term of the BCA referencing an assumed Net Debt of $37,300,000. This comment is applicable to the references
included on pages 81, 89, 119, F-23, and F-42.

RESPONSE:
The Company has revised the disclosure on pages 26, 82, 90 and 120 of Amendment No. 3 to ensure that it addresses only the most
current terms of the Business Combination Agreement and Plan of Reorganization. However, the Company has not made similar revisions to
the financial statements of the Company in the Registration Statement, because the filed historical financial statements of the Company
have not been updated for subsequent events. The Company acknowledges the Staff’s comments, however, and intends to reflect this
comment in its next filing of quarterly financial statmements.

A delayed commencement date or other events could result in an early
termination of certain of our material contracts, page 40

 3. Please revise this risk factor to disclose the risk of early termination
of the Gaseous Helium Agreement in the event of a delayed commencement date. In that regard, we note your disclosure on page 169
that if the Commencement Date has not occurred by July 1, 2025 for gaseous helium, the buyer would have the right to terminate the
Gaseous Helium Agreement. We also note your revised disclosure that based on the current stage of the development and construction of
its Pecos Slope Plant and the advice of the engineering consultants, NEH's management believes that it is unlikely that the company will
be able to secure funding, complete construction of the helium extraction plant and commence helium deliveries prior to July 1,
2025.

RESPONSE: In response to the Commission’s
comment, the Company has revised this risk factor on page 41 of Amendment No. 3 to disclose the risk of early termination of
the Gaseous Helium Agreement in the event of a delayed commencement date.

Selected Unaudited Pro Forma Condensed Combined Financial Statements,
page 78

 4. It does not appear that pro forma total liabilities and total equity
as of June 30, 2024, are consistent with the related amounts on pages 85 and 86. Please revise as applicable.

RESPONSE: This Company has revised the pro forma
total liabilities and total equity as of June 30, 2024 on page 80 to be consistent with the amount on the Pro Forma
Balance Sheet on page 89 of Amendment No. 3.

Unaudited Pro Forma Condensed Combined Financial Statements

Business Combination Agreement Amendments

Pro Forma Net Debt Calculation and its Potential Impact on the Company
Merger Shares, page 82

 5. Please revise to clearly explain 'Net debt', its purpose and how
'Adjusted company merger shares' are determined. Show us how Principal and Interest of NEH Loans as of Closing of $1,064,152 reconciles
to the financial statements presented and how your calculation of ‘Pro forma net debt’ complies with amended BCA dated September 11,
2024. Please revise your disclosures here, page 119 and elsewhere throughout the filing as applicable.

RESPONSE: The Company has added the descriptions of
Net Debt and Net Debt Variation from the Third Amendment to the Business Combination Agreement to the Net Debt Calculation disclosure
on page 83 of Amendment No. 3. The Company has also added tables to set forth the calculation of the increase in the Net Debt
Variation, the calculation of the adjustment to the Company Merger Shares, and the reconciliation of the June 30, 2024 financial
statements to the Net Debt included in the Net Debt Calculation.

Basis of Pro Forma Presentation, page 83

 6. Please explain why the pro forma shares of NEH common stock outstanding
immediately after the business combination do not include NEH debentures converted to common shares disclosed in Adjustment N. Please
revise your disclosures here, page 13, Note 7, page 94 and elsewhere throughout the filing as appropriate.

RESPONSE:
The Company has revised adjustment N in the pro formas to reflect an adjustment to record the NEH debentures being converted to shares
of NEH common stock, which are then, in turn, included as part of the NEH shares exchanged for the merger consideration shares in adjustment
C. The disclosures on page 13 79, 85,93,97,98, and elsewhere have been revised to include the disclosure that the NEH debentures
were converted prior to the exchange for the merger consideration shares.

Unaudited Pro Forma Condensed Combined Statement of Operations for
the Year ended December 31, 2023, page 88

 7. Please revise to present here pro forma weighted average number
of shares and pro forma earnings per share consistent with disclosures in Note 7-Loss per Share, page 94.

RESPONSE:
The Company has revised the pro forma weighted average number of shares and pro forma earnings per share presented on the pro forma statement
of operations on page 90 of Amendment No. 3 to be consistent with disclosures in Note 7 – Loss per share.

Note 4 - Adjustments and Reclassifications to Unaudited Pro Forma
Condensed Combined Balance Sheet as of June 30, 2024, page 92

 8. We note pro forma adjustments B, CC and FF relate partially to D&O
insurance. Please explain why you believe these adjustments are appropriate Transaction Accounting Adjustments in compliance with Rule 11-02(a)(6)(i) of
Regulation S-X. In this regard, D&O insurance does not appear to be reflective of a typical cost of a business combination.

RESPONSE:
The D&O insurance reflected in adjustments B, CC, and FF reflect the D&O tail insurance which will be part of the expenses to
be paid at the consummation of the business combination and as such have been included as transaction expenses in the pro forma financial
statements in the Registration Statement.

 9. We note your Adjustment N indicates proceeds received subsequent
to June 30, 2024 of $980,000. However, adjustments to cash and corresponding notes payable in the amount of $1,143,585 are recorded
in pro forma balance sheet. Please revise or advise. In addition, please disclose the details of proceeds received subsequent to June 30,
2024 here and in Note 16-Subsequent Events, page F-101.

RESPONSE: The Company has revised the presentation of debenture
proceeds in adjustment N on page 95 of Amendment No. 3 to present the amount of proceeds received by NEH subsequent to June 30,
2024.

Potential Impact on the Per Share Value of Shares Owned by Non-Redeeming
Shareholders, page 95

 10. Please revise the table here to include shares issued in transaction
financing, consistent with the dilution disclosures in page 13 or explain to us why it is not required.

RESPONSE:
The Company has revised the disclosure in the table on page 98 and throughout Amendment No. 3 to remove any quantitative disclosure
regarding the Transaction Financing because as of the date hereof, no commitments or definitive agreements in connection with the Transaction
Financing have been executed by ROCL.

Notes to Unaudited Consolidated Financial Statements of New Era
Helium Corp.

Note 16. Subsequent Events, page 101, page 101

 11. We note NEH entered into a 10% Secured Convertible Debenture in
the amount of $720,000 on July 31, 2024. Please tell us how you considered including this in the Pro Forma Net Debt Calculation,
on page 82 and elsewhere, as a component of current Indebtedness.

RESPONSE:
The Company has added a footnote to the Net Debt Variation table on page 83 of Amendment No. 3 to disclose that the $720,000
10% Secured Convertible Debenture has been included in the NEH Net Debt at September 30, 2024.

Customers, page 168

 12. We note your response to prior comment 11. Please revise your disclosure
on page 169 regarding the Liquid Helium Agreement to clarify any impact of the Assignment Agreement on the provision you describe
regarding your sale to Air Life Gases USA, Inc. of all of the helium produced from the crude helium you purchase from Badger Midstream
Energy, LP. Also update your disclosure on page 169 with respect to your statement that NEH “will” purchase crude helium
from Badger under the Crude Helium Agreement, given your disclosure regarding the assignment of NEH’s rights under the agreement.

RESPONSE: In response to the Commission’s
comment, the Company has revised its disclosure in the “Customers” subsection on page 170 of Amendment No. 3 to
clarify the impact of the Assignment Agreement on the provision described regarding the Company’s sale to Air Life Gases
USA, Inc. of all of the helium produced from the crude helium purchased from Badger Midstream Energy, LP. The Company has also
updated the former disclosure with respect to the statement that NEH “will” purchase crude helium from Badger under the
Crude Helium Agreement.

 13. We note your revised disclosure that tolling services provided
by Keyes Helium Company to NEH Midstream under the Helium Tolling Agreement will be at volumes now sold to AirLife Gases USA Inc. by
operation of the Assignment Agreement. Please revise to clarify whether Keyes Helium Company is obligated to provide tolling services
to NEH Midstream on a firm basis, for a volume equivalent to the quantities sold to Airlife Gases USA Inc. by Badger under the Crude
Helium Agreement. In addition, please revise to clarify whether the Helium Tolling Agreement includes a volume commitment to NEH with
respect to additional volumes of crude helium. In that regard, we note your disclosure that Keyes Helium Company’s obligation to
provide tolling services to NEH is subordinate to Keyes Helium Company’s obligation to provide tolling services to a third party.

RESPONSE:
In response to the Commission’s comment, the Company has revised the disclosure in the “Customers” subsection on page 170
of Amendment No. 3 to clarify that KHC is not obligated to provide tolling services to NEH Midstream on a firm basis but rather on
a space availability basis. The Company has also included in this disclosure that this means that a third party may use up KHC’s
plant capacity and leave less capacity for NEH. Therefore, even if KHC does not terminate the Helium Tolling Agreement, there is a risk
to NEH that KHC will not have sufficient capacity available to fulfill all of the Company’s requirements for tolling services.

Notes to Consolidated Financial Statements

Note 17. Supplemental Oil and Natural Gas Disclosures (Unaudited)

Oil and Natural Gas Reserves, page F-74

 14. We note the net quantities attributed to the individual revisions for 2023 on page F-77 do not tie to the total change in
the line item. Please revise your discussion to resolve the inconsistency. Refer to FASB ASC 932-235-50-5.

RESPONSE: The Company has revised the disclosure on page F-77
of Amendment No. 3 to specify the revisions and resolve the inconsistency.

Please call Alexandria Kane of Loeb & Loeb LLP
at (212) 407-4017 if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,

/s/ Alexandria Kane

Alexandria Kane

Partner

Loeb & Loeb LLP

September 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. 2 to Registration Statement on Form S-4
Filed September 13, 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 August 27, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4
Summary of the Proxy Statement
Consideration, page 26
1.We note the statement under this heading that “For purposes of the Company Merger
Shares, such amount assumes $37,300,000 of Net Debt. For every dollar of Net Debt
lower than $37,300,000 at Closing, the Company Merger Shares will be increased by 1/10
of one share and for every dollar of Net Debt higher than $37,300,000 at Closing, the
Company Merger Shares will be decreased by 1/10 of one share.” To avoid investor
confusion, please revise this disclosure so that it addresses only the most current terms of
the Business Combination Agreement and Plan of Reorganization.

September 27, 2024
Page 2
2.Further to the above, please revise the disclosures in this filing to remove the superseded
term of the BCA referencing an assumed Net Debt of $37,300,000. This comment is
applicable to the references included on pages 81, 89, 119, F-23, and F-42.
A delayed commencement date or other events could result in an early termination of certain of
our material contracts, page 40
3.Please revise this risk factor to disclose the risk of early termination of the Gaseous
Helium Agreement in the event of a delayed commencement date. In that regard, we note
your disclosure on page 169 that if the Commencement Date has not occurred by July 1,
2025 for gaseous helium, the buyer would have the right to terminate the Gaseous Helium
Agreement. We also note your revised disclosure that based on the current stage of the
development and construction of its Pecos Slope Plant and the advice of the engineering
consultants, NEH's management believes that it is unlikely that the company will be able
to secure funding, complete construction of the helium extraction plant and commence
helium deliveries prior to July 1, 2025.
Selected Unaudited Pro Forma Condensed Combined Financial Statements, page 78
4.It does not appear that pro forma total liabilities and total equity as of June 30, 2024, are
consistent with the related amounts on pages 85 and 86. Please revise as applicable.
Unaudited Pro Forma Condensed Combined Financial Statements
Business Combination Agreement Amendments
Pro Forma Net Debt Calculation and its Potential Impact on the Company Merger Shares, page
82
5.Please revise to clearly explain 'Net debt', its purpose and how 'Adjusted company merger
shares' are determined. Show us how Principal and Interest of NEH Loans as of Closing
of $1,064,152 reconciles to the financial statements presented and how your calculation of
‘Pro forma net debt’ complies with amended BCA dated September 11, 2024. Please
revise your disclosures here, page 119 and elsewhere throughout the filing as applicable.
Basis of Pro Forma Presentation, page 83
6.Please explain why the pro forma shares of NEH common stock outstanding immediately
after the business combination do not include NEH debentures converted to common
shares disclosed in Adjustment N. Please revise your disclosures here, page 13, Note 7,
page 94 and elsewhere throughout the filing as appropriate.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year ended
December 31, 2023, page 88
7.Please revise to present here pro forma weighted average number of shares and pro forma
earnings per share consistent with disclosures in Note 7-Loss per Share, page 94.

September 27, 2024
Page 3
Note 4 - Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined
Balance Sheet as of June 30, 2024, page 92
8.We note pro forma adjustments B, CC and FF relate partially to D&O insurance. Please
explain why you believe these adjustments are appropriate Transaction Accounting
Adjustments in compliance with Rule 11-02(a)(6)(i) of Regulation S-X. In this regard,
D&O insurance does not appear to be reflective of a typical cost of a business
combination.
9.We note your Adjustment N indicates proceeds received subsequent to June 30, 2024 of
$980,000. However, adjustments to cash and corresponding notes payable in the amount
of $1,143,585 are recorded in pro forma balance sheet. Please revise or advise. In
addition, please disclose the details of proceeds received subsequent to June 30, 2024 here
and in Note 16-Subsequent Events, page F-101.
Potential Impact on the Per Share Value of Shares Owned by Non-Redeeming Shareholders, page
95
10.Please revise the table here to include shares issued in transaction financing, consistent
with the dilution disclosures in page 13 or explain to us why it is not required.
Notes to Unaudited Consolidated Financial Statements of New Era Helium Corp.
Note 16. Subsequent Events, page 101, page 101
11.We note NEH entered into a 10% Secured Convertible Debenture in the amount of
$720,000 on July 31, 2024. Please tell us how you considered including this in the Pro
Forma Net Debt Calculation, on page 82 and elsewhere, as a component of current
Indebtedness.
Customers, page 168
12.We note your response to prior comment 11. Please revise your disclosure on page 169
regarding the Liquid Helium Agreement to clarify any impact of the Assignment
Agreement on the provision you describe regarding your sale to Air Life Gases USA, Inc.
of all of the helium produced from the crude helium you purchase from Badger
Midstream Energy, LP. Also update your disclosure on page 169 with respect to your
statement that NEH “will” purchase crude helium from Badger under the Crude Helium
Agreement, given your disclosure regarding the assignment of NEH’s rights under the
agreement.
13.We note your revised disclosure that tolling services provided by Keyes Helium Company
to NEH Midstream under the Helium Tolling Agreement will be at volumes now sold to
AirLife Gases USA Inc. by operation of the Assignment Agreement. Please revise to
clarify whether Keyes Helium Company is obligated to provide tolling services to NEH
Midstream on a firm basis, for a volume equivalent to the quantities sold to Airlife Gases
USA Inc. by Badger under the Crude Helium Agreement. In addition, please revise to
clarify whether the Helium Tolling Agreement includes a volume commitment to NEH
with respect to additional volumes of crude helium. In that regard, we note your
disclosure that Keyes Helium Company’s obligation to provide tolling services to NEH is
subordinate to Keyes Helium Company’s obligation to provide tolling services to a third
party.

September 27, 2024
Page 4
Notes to Consolidated Financial Statements
Note 17. Supplemental Oil and Natural Gas Disclosures (Unaudited)
Oil and Natural Gas Reserves, page F-74
14.We note the net quantities attributed to the individual revisions for 2023 on page F-77 do
not tie to the total change in the line item. Please revise your discussion to resolve the
inconsistency. Refer to FASB ASC 932-235-50-5.
            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.

CORRESP
1
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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

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.

CORRESP
1
filename1.htm

    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

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

CORRESP
1
filename1.htm

    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