UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

May 1330, 2024

Date of Report (Date of earliest event reported)

ROTH CH ACQUISITION V CO.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-41105		86-1229207
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

888 San Clemente Drive, Suite 400

Newport Beach, CA

92660

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (949) 720-5700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	ROCL	The Nasdaq Stock Market LLC
Warrants	ROCLW	The Nasdaq Stock Market LLC
Units	ROCLU	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

AsOn ~~previously~~May ~~disclosed~~21, on2023, ~~October~~Roth 9,CH ~~2023,~~Acquisition ~~The Nasdaq~~V ~~Stock~~Co., ~~Market~~a ~~LLC~~Delaware corporation (“~~Nasdaq~~ROCL”) ~~notified~~entered ~~Roth~~into CHan ~~Acquisition~~agreement ~~V Co.~~ (the “~~Company~~IDR Agreement”) with IDR Marketing, ~~that~~Inc., ita ~~did~~California ~~not~~corporation ~~comply~~(“IDR”), ~~with~~for the ~~minimum~~provision ~~400~~by ~~total~~IDR ~~shareholders~~of ~~requirement~~certain ~~for~~strategic ~~continued~~media, ~~inclusion~~marketing, ~~set~~communications and ~~forth~~data analytics services in ~~Nasdaq~~connection with ROCL’s ~~Listing Rule~~proposed ~~5450(~~business combination with New Era Helium Corp., a~~)(2)~~ ~~(the~~Nevada corporation (“~~Rule~~NEH”). ~~Pursuant~~On toMay ~~Listing~~30, ~~Rule 5810(c)(2)(B)(i)~~2024, ~~the~~ROCL ~~maximum~~and ~~amount~~NEH ofentered ~~time~~into ~~for~~a ~~the Company~~letter toagreement ~~regain~~(the ~~compliance~~“Letter Agreement”) with ~~the~~respect ~~Rule~~to ~~was~~payment ~~180~~of ~~days,~~fees orof ~~until April 8, 2024~~IDR.

OnThe foregoing ~~May~~description ~~13,~~of ~~2024, Nasdaq notified~~ the ~~Company~~IDR ~~that~~Agreement itdoes ~~did~~ not ~~regain~~purport ~~compliance~~to ~~with~~be ~~the~~complete ~~requirement~~and ~~during~~is ~~the~~qualified ~~extension~~in ~~period.~~its Asentirety aby ~~result,~~ the ~~Company~~terms ~~was~~and ~~notified~~conditions ~~that~~of ~~unless~~ the ~~Company~~IDR ~~timely~~Agreement, ~~requests~~ a ~~hearing~~copy ~~before~~of awhich ~~Nasdaq~~is ~~Hearings~~filed ~~Panel~~as ~~(the~~Exhibit ~~“Panel”), the Company’s securities would be subject to delisting~~10.1 ~~Accordingly,~~hereto ~~the~~and ~~Company~~incorporated ~~requested~~by areference ~~hearing before the Panel on May 17, 2024~~herein. The ~~hearing~~foregoing ~~request automatically~~description ~~stays any suspension/delisting action pending the hearing and the expiration~~ of ~~any additional extension period granted by~~ the ~~Panel~~Letter ~~following the~~Agreement ~~hearing.~~does Innot ~~that~~purport ~~regard, pursuant~~ to ~~the~~be ~~Nasdaq~~complete ~~Listing~~and ~~Rules,~~is ~~the~~qualified ~~maximum~~in ~~extension~~its ~~period~~entirety ~~that can be granted~~ by the ~~Panel~~terms ~~extends to~~and ~~November~~conditions ~~11,~~of ~~2024. Notwithstanding~~ the ~~foregoing,~~Letter ~~there can be no assurance that the Panel will grant the Company~~ Agreement, a ~~further~~copy ~~extension or~~of ~~that~~which ~~the~~is ~~Company~~filed ~~will~~as ~~ultimately~~Exhibit ~~regain~~10.2 ~~compliance~~hereto ~~with~~and ~~all~~incorporated ~~applicable~~by ~~requirements~~reference ~~for continued listing on Nasdaq~~herein.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Number		Description
10.1		Marketing Agreement dated May 21, 2023 between the Registrant and IDR Marketing, Inc.
10.2		Letter Agreement dated May 30, 2023, between the Registrant and New Era Helium Corp.
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

~~Dated: May 17, 2024~~SIGNATURES

~~ROTH~~Pursuant CHto ~~ACQUISITION~~the Vrequirements of ~~CO.~~the ~~By:~~Securities ~~/s/~~Exchange ~~John~~Act ~~Lipman~~of ~~Name:~~1934, ~~John~~the ~~Lipman~~registrant ~~Title:~~has ~~Co-Chief~~duly ~~Executive~~caused ~~Officer~~this ~~and~~report ~~Co-Chairman~~to ofbe signed on its behalf by the ~~Board~~undersigned hereunto duly authorized.

Dated: May 31, 2024

	ROTH CH ACQUISITION V CO.

	By:	/s/ John Lipman
	Name:	John Lipman
	Title:	Co-Chief Executive Officer and Co-Chairman of the Board

Filing Compare · Roth CH Acquisition V Co.