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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT
 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 or

 TRANSITION REPORT
 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 Commission file number: 001-41105

 ROTH CH ACQUISITION V CO.

 (Exact name of registrant as specified in its charter)

 Delaware

 86-1229207

 (State or other jurisdiction of
incorporation or organization)

 (I.R.S. Employer
Identification No.)

 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

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

 Title of Each Class

 Trading Symbol

 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

 Securities registered pursuant to Section 12(g) of the Act: None.

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined
 in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant
 to Section 13 or Section 15(d) of the Exchange Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required by
 Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
 for such shorter period that the registrant was required to file such reports), and
 (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive
 Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
 for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
 filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
 company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
 reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging Growth Company

 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.

 Indicate by check mark whether the registrant has filed a report on and attestation
 to its management's assessment of the effectiveness of its internal control over financial reporting
 under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
 firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
 included in the filing reflect the correction of an error to previously issued financial
 statements.

 Indicate by check mark whether any of those error corrections are restatements that
 required a recovery analysis of incentive-based compensation received by any of the
 registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As of June 30, 2023, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately $ 25.96 million.

 As of April 1, 2024, there were 4,919,297
 shares of common stock, par value $0.0001 per share, issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 ROTH CH ACQUISITION V CO.

 Annual Report on Form 10-K for the Year Ended December 31, 2023

 ITEM 1.

 BUSINESS

 ITEM 1A. RISK
 FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

 ITEM 2.

 PROPERTIES

 ITEM 3.

 LEGAL PROCEEDINGS

 ITEM 4.

 MINE SAFETY DISCLOSURES

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6.

 [RESERVED]

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16.

 FORM 10-K SUMMARY

 i

 SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

 This Annual Report on Form 10-K contains forward-looking statements within the meaning
 of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained
 in this report that are not purely historical are forward-looking statements. Our
 forward-looking statements include, but are not limited to, statements regarding our
 or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In
 addition, any statements that refer to projections, forecasts or other characterizations
 of future events or circumstances, including any underlying assumptions, are forward-looking
 statements. The words "anticipates," "believe," "continue," "could," "estimate," "expect,"
 "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should,"
 "would" and similar expressions may identify forward-looking statements, but the absence
 of these words does not mean that a statement is not forward-looking. Forward-looking
 statements in this report may include, for example, statements about:

 our ability to complete our initial business combination;

 our success in retaining or recruiting, or changes required in, our officers, key
 employees or directors following our initial business combination;

 our officers and directors allocating their time to other businesses and potentially
 having conflicts of interest with our business or in approving our initial business
 combination, as a result of which they would then receive expense reimbursements and
 other benefits;

 our potential ability to obtain additional financing to complete our initial business
 combination;

 our pool of prospective target businesses;

 the ability of our officers and directors to generate a number of potential investment
 opportunities;

 the delisting of our securities from Nasdaq or an inability to have our securities
 listed on Nasdaq following a business combination;

 our potential change in control if we acquire one or more target businesses for stock;

 the potential liquidity and trading of our securities;

 the lack of a market for our securities;

 use of proceeds not held in the trust account or available to us from interest income
 on the trust account balance; or

 our financial performance.

 The forward-looking statements contained in this report are based on our current expectations
 and beliefs concerning future developments and their potential effects on us. There
 can be no assurance that future developments affecting us will be those that we have
 anticipated. These forward-looking statements involve a number of risks, uncertainties
 (some of which are beyond our control) or other assumptions that may cause actual
 results or performance to be materially different from those expressed or implied
 by these forward-looking statements. These risks and uncertainties include, but are
 not limited to, those factors described under the heading " Risk Factors " in our filings from time to time with the United States Securities and Exchange
 Commission (the " SEC "). Should one or more of these risks or uncertainties materialize, or should any
 of our assumptions prove incorrect, actual results may vary in material respects from
 those projected in these forward-looking statements. We undertake no obligation to
 update or revise any forward-looking statements, whether as a result of new information,
 future events or otherwise, except as may be required under applicable securities
 laws and/or if and when management knows or has a reasonable basis on which to conclude
 that previously disclosed projections are no longer reasonably attainable.

 ii

 ITEM 1.
 BUSINESS

 Overview

 Roth CH Acquisition V Co. (" ROCL," the " Company," " we," " us," or " our ") is a blank check company formed under the laws of the State of Delaware on November 5, 2020. We were formed for the purpose of entering into a merger, share exchange,
 asset acquisition, stock purchase, recapitalization, reorganization or other similar
 business combination with one or more businesses or entities, which we refer to herein
 as our "initial business combination" or "Business Combination." To date, our efforts
 have been limited to organizational activities as well as activities related to our
 initial public offering and our search for an initial business combination. Our efforts
 to identify a prospective target business will not be limited to any particular industry
 or geographic region, although we intend to focus our search on target businesses
 operating in the business services, consumer, healthcare, technology, wellness or
 sustainability sectors.

 The Registration Statement for our initial public offering was declared effective
 on November 30, 2021 (the " Initial Public Offering " or " IPO "). On December 3, 2021, the Company consummated the IPO of 11,500,000 units (the " Units "), including 1,500,000 issued upon the exercise in full by the underwriters in the
 IPO of their over-allotment option. Each Unit consists of one share of common stock,
 $0.0001 par value (" Common Stock "), and one-half of one warrant (" Warrant ") entitling the holder of each whole Warrant to purchase one share of Common Stock
 at a price of $11.50 per whole share. The Units were sold at an offering price of
 $10.00 per Unit, generating gross proceeds of $115.0 million, and incurring transaction
 costs of approximately $1.65 million, consisting of $1.15 million of underwriting
 fees and approximately $0.5 million of other offering costs of the Initial Public
 Offering in accordance with Staff Accounting Bulletin Topic 5A and 5T.

 Simultaneously with the closing of the Initial Public Offering, we completed the private
 sale of 461,500 Units (the " Private Units ") at a purchase price of $10.00 per Private Unit (the " Private Placement "), to certain initial stockholders of the Company, generating gross proceeds of $4,615,000.
 Except with respect to certain registration rights and transfer restrictions, the
 Private Units are identical to the Units sold as part of the public units in the Initial
 Public Offering.

 Upon the closing of the Initial Public Offering and the private placement (including
 the exercise of the over-allotment option), a total of $116,725,000 ($10.15 per Unit)
 of the net proceeds of the IPO and certain of the proceeds of the Private Placement
 were placed in a trust account (the " Trust Account ") located in the United States with Continental Stock Transfer & Trust Company acting
 as trustee, and invested only in U.S. "government securities," within the meaning
 set forth in Section 2(a)(16) of the Investment Company Act, as amended (the " Investment Company Act "), with a maturity of one hundred eighty-five (185) days or less, or in any open-ended
 investment company that holds itself out as a money market fund selected by the Company
 meeting the conditions of Rule 2a-7 under the Investment Company Act, as determined by the Company. None of the funds
 held in trust will be released from the Trust Account, other than to pay our income
 or other tax obligations until the earlier of the consummation of the Company's initial business combination and the distribution of the Trust Account as otherwise
 permitted under our amended and restated certificate of incorporation and the trust
 agreement.

 If we are unable to complete our initial business combination by December 3, 2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
 as reasonably possible but not more than five business days thereafter, redeem 100%
 of the outstanding public shares for a pro rata portion of the funds held in the Trust
 Account, including a pro rata portion of any interest earned on the funds held in
 the Trust Account and not previously released to us or necessary to pay our taxes,
 which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions,
 if any), subject to applicable law, and (iii) as promptly as reasonably practicable
 following such redemption, subject to the approval of our remaining holders of common
 stock and our Board of Directors, proceed to commence a voluntary liquidation and
 thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii)
 above) to our obligations to provide for claims of creditors and the requirements
 of applicable law.

 We are an emerging growth company as defined in the Jumpstart Our Business Startups
 Act of 2012 (which we refer to herein as the JOBS Act). We will remain an emerging
 growth company until the earlier of (1) the last day of the fiscal year (a) following
 the fifth anniversary of the completion of our initial public offering, (b) in which
 we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation
 pursuant to SEC rules from time to time), or (c) in which we are deemed to be a large
 accelerated filer, which means the market value of our common stock that is held by
 non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible
 debt securities during the prior three-year period. As an emerging growth company,
 we have elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided
 in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

 Recent Developments

 Merger Agreement

 On January 3, 2024, ROCL (or " Acquiror "), entered into a Business Combination Agreement and Plan of Reorganization (as it
 may be amended, supplemented or otherwise modified from time to time, the " Merger Agreement "), by and among Acquiror, Roth CH V Merger Sub Corp., a Delaware corporation and
 a wholly-owned subsidiary of Acquiror (" Merger Sub "), and New Era Helium Corp., a Nevada corporation (" NEH "). The transactions set forth in the Merger Agreement, including the Merger (defined
 below), will constitute a " Business Combination " as contemplated by Acquiror's Amended and Restated Certificate of Incorporation. Unless expressly stated otherwise
 herein, capitalized terms used but not defined herein shall have such meanings ascribed
 to them in the Merger Agreement.

 The Merger

 Upon the terms and subject to the conditions set forth in the Merger Agreement and
 in accordance with the Nevada Revised Statutes and the Delaware General Corporation
 Law, Merger Sub will merge with and into NEH, with NEH surviving as a wholly-owned subsidiary of Acquiror (the " Merger "). Upon the closing of the Transactions, subject to approval by ROCL's stockholders and other customary closing conditions, the combined company with be
 named "New Era Helium Corp." and is expected to list on The Nasdaq Stock Market.

 Consideration

 Subject to the terms and conditions set forth in the Merger Agreement, in consideration
 of the Merger, the holders of shares of NEH Common Stock (including shares of NEH Common Stock resulting from the conversion of NEH Preferred Stock) will receive an aggregate of 9.0 million shares of Acquiror's common stock, which number will be subject to adjustment based upon the Net Debt
 (as defined in the Merger Agreement) (which shares do not include the Earnout Shares
 (as defined below)) (the " NEH Merger Shares "). For purposes of the NEH 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 NEH 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 NEH Merger Shares will be decreased by 1/10 of one share.

 The Merger Agreement also provides, among other things, that the holders of shares
 of NEH Common Stock immediately prior to the Effective Time have the contingent right to
 receive up to an aggregate of 1.0 million additional shares of Acquiror's common stock (the " Earnout Shares "), subject to the following contingencies:

 (i) 500,000 Earnout Shares, in the event that, based upon the audited financial statements
 of NEH for the year ended December 31, 2025, it meets or exceeds a total EBITDA of $25.268 million as calculated by the
 Company; and

 (ii) 500,000 Earnout Shares, if, at any time during the period between the Closing Date
 and 180 days after the filing of the Form 10-K for the fiscal year ended December 31, 2025, the average of the reported sales prices on Nasdaq (or the exchange on which
 Acquiror's common stock is then listed) for any twenty (20) Trading Days during any thirty
 (30) consecutive Trading Days is greater than or equal to $12.50.

 Representations and Warranties

 The Merger Agreement contains customary representations and warranties of the parties
 thereto with respect to the parties, the transactions contemplated by the Merger Agreement
 and their respective business operations and activities, including, with respect to
 NEH, its mineral properties, leases and contracts. The representations and warranties
 of the parties do not survive the Closing.

 Covenants

 The Merger Agreement contains customary covenants of the parties thereto, including:
 (a) conduct of business pending the Merger, (b) preparation and filing of a Form S-4
 with respect to the shares of Acquiror's common stock issuable under the Merger Agreement, which Form S-4 will contain a
 proxy statement for Acquiror's stockholders, (c) the requirement to make appropriate filings and obtain clearance
 pursuant to the HSR Act, and (d) the preparation and delivery of updated audited financial
 statements for NEH.

 The Merger Agreement also contains mutual exclusivity provisions prohibiting the parties
 thereto and their respective representatives and subsidiaries from soliciting initiating,
 continuing or otherwise encouraging or participating in an Alternative Transaction
 (subject to certain limited exceptions specified therein), or entering into any contracts
 or agreements in connection therewith.

 The parties to the Merger Agreement agreed to use commercially reasonable efforts
 to identify additional sources of financing from third party financing sources, on
 terms mutually agreed upon between Acquiror and NEH.

 Conditions to Consummation of the Transactions

 Consummation of the transactions contemplated by the Merger Agreement is subject to
 conditions of the respective parties that are customary for a transaction of this
 type, including, among others: (a) obtaining Acquiror stockholders' approval of the Roth Proposals; (b) obtaining the NEH Stockholder Approval; (c) there being no laws or injunctions by governmental authorities
 or other legal restraint prohibiting consummation of the transactions contemplated
 under the Merger Agreement; (d) the required filings under the HSR Act having been
 completed and the waiting period applicable to the Merger under the HSR Act having
 expired or terminated; (e) Acquiror's common stock being listed on Nasdaq, or another national securities exchange mutually
 agreed to by the parties; (f) the Form S-4 having become effective and no stop order
 suspending the effectiveness of the Form S-4 having been issued by the SEC; and (g)
 Acquiror (including, following the Effective Time, NEH) having equal to or in excess of $5,000,000 in cash and cash equivalents.

 Acquiror has separate conditions to closing, including, among others, that (a) no
 material adverse effect having occurred with respect to NEH, (b) NEH having raised at least $45,000,000 in a private placement of securities in order to
 fund its new plant construction, and (c) certain indebtedness of NEH having been converted into shares of common stock of NEH. NEH has separate conditions to closing, including, among others, that no material adverse
 effect has occurred with respect to Acquiror.

 Termination

 The Merger Agreement may be terminated under certain customary and limited circumstances
 prior to the Closing of the Merger, including: (a) by mutual written consent of Acquiror
 and NEH; (b) by either party if the Closing has not occurred prior to the date that is 180
 days after the date of the Merger Agreement; (c) there is a final non-appealable order
 issued by a governmental authority preventing or making illegal the consummation of
 the transactions contemplated by the Merger Agreement; (d) by either Acquiror or NEH if any of the Roth Proposals fails to be approved at the Roth Stockholders' Meeting; (e) by Acquiror if NEH fails to obtain NEH Stockholder Approval within five (5) Business Days following the date in which the
 SEC declares the Form S-4 effective; (f) by Acquiror if NEH has not delivered: (i) its Audited Financial Statements for the year ended December 31, 2022 and December 31, 2021 by January 8, 2024, (ii) its Interim Financials by February 1, 2024, and (iii) the Audited Financial Statements for the year ended December 31, 2023 within 90 days after the date of the Merger Agreement; and (g) by either party
 if the other party's representations or warranties are not true and correct or if the other party breached
 any of its covenants set forth in the Merger Agreement such that the conditions to
 Closing would not be satisfied and such breach cannot or has not been cured within
 the earlier of thirty (30) days' notice by the other party.

 If the Merger Agreement is validly terminated, none of the parties will have any liability
 or any further obligation under the Merger Agreement with certain limited exceptions,
 including liability arising out of willful material breach of the Merger Agreement.

 Governance

 The executive management of NEH is expected to serve as the executive management of Acquiror following Closing. Pursuant
 to the Merger Agreement, for a period of three years following the Closing, Acquiror's board of directors will consist of five members, with Acquiror's current board of directors having the right to designate one director.

 Employment Agreements

 In connection with the Merger Agreement, prior to the filing of the definitive Proxy
 Statement, NEH agreed to amend and restate the employment agreements, or enter into new employment
 agreements, with certain key employees of NEH, in forms reasonably acceptable to Acquiror, NEH and such key employees and containing market terms for a public company of similar
 size and industry to NEH.

 The Merger Agreement contains representations, warranties and covenants that the parties
 to the Merger Agreement made to each other as of the date of the Merger Agreement
 or other specific dates. The assertions embodied in those representations, warranties
 and covenants were made for purposes of the contract among the parties and are subject
 to important qualifications and limitations agreed to by the parties in connection
 with negotiating the Merger Agreement. The Merger Agreement has been attached to provide
 investors with information regarding its terms and is not intended to provide any
 other factual information about ROCL, NEH or any other party to the Merger Agreement. In particular, the representations, warranties,
 covenants and agreements contained in the Merger Agreement, which were made only for
 purposes of the Merger Agreement and as of specific dates, were solely for the benefit
 of the parties to the Merger Agreement, may be subject to limitations agreed upon
 by the contracting parties (including being qualified by confidential disclosures
 made for the purposes of allocating contractual risk between the parties to the Merger
 Agreement instead of establishing these matters as facts) and may be subject to standards
 of materiality applicable to the contracting parties that differ from those applicable
 to investors and reports and documents filed with the SEC. Investors should not rely
 on the representations, warranties, covenants and agreements, or any descriptions
 thereof, as characterizations of the actual state of facts or condition of any party
 to the Merger Agreement. In addition, the representations, warranties, covenants and
 agreements and other terms of the Merger Agreement may be subject to subsequent waiver
 or modification. Moreover, information concerning the subject matter of the representations
 and warranties and other terms may change after the date of the Merger Agreement,
 which subsequent information may or may not be fully reflected in ROCL's public disclosures.

 Certain Related Agreements

 Insider Support Agreement

 Contemporaneously with the execution of the Merger Agreement, Acquiror entered into
 an insider support agreement (the " Insider Support Agreement ") with NEH and certain stockholders of Acquiror (the " Sponsor Parties "), whereby the Sponsor Parties have agreed, among other things, (i) not to transfer
 or redeem any Acquiror Common Stock held by such Sponsor Parties, (ii) to vote in
 favor of the adoption of the Merger Agreement and approval of the Merger and the other
 transactions contemplated hereby, and (iii) to vote against any Alternative Transaction
 with respect to Acquiror or any proposal in opposition to approval of the Merger Agreement
 or in competition with or inconsistent with the Merger Agreement and any other action
 or proposal that is intended, or would reasonably be expected, to prevent, impede,
 interfere with, delay, postpone or adversely affect the Transactions.

 Company Support Agreement

 Contemporaneously with the execution of the Merger Agreement, Acquiror entered into
 a stockholder support agreement (the " Company Support Agreement ") with NEH and certain shareholders of NEH (the " Company Supporting Shareholders "), pursuant to which the Company Supporting Shareholders have agreed, among other
 things, (i) not to transfer any NEH Common Stock held by such Company Supporting Shareholders, (ii) to vote in favor of
 the Merger and the transactions contemplated by the Merger Agreement, and (iii) to
 vote against any Alternative Transaction with respect to NEH or any proposal in opposition to approval of the Merger Agreement or in competition
 with or inconsistent with the Merger Agreement, and any other action or proposal that
 is intended, or would reasonably be expected, to prevent, impede, interfere with,
 delay, postpone or adversely affect the Transactions.

 Registration Rights Agreement

 The Merger Agreement contemplates that, at the Closing, Acquiror and certain stockholders
 of Acquiror and NEH (collectively, the " Holders ") will enter into a registration rights agreement (the " Registration Rights Agreement "), pursuant to which Acquiror will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Acquiror Common Stock and warrants that are held
 by the Holders from time to time.

 The Registration Rights Agreement amends and restates the registration rights agreement
 that was entered into by ROCL and the other parties thereto in connection with ROCL's initial public offering. The Registration Rights Agreement will terminate on the
 earlier of (a) the tenth-year anniversary of the date of the Registration Rights Agreement
 or (b) with respect to any Holder, on the date that such Holder no longer holds any
 Registrable Securities (as defined therein).

 Lock-up Agreement

 The Merger Agreement contemplates that, prior to the Closing, certain shareholders
 of NEH (" Lock-up Holders ") will enter into lock-up agreements (each, a " Lock-up Agreement ") with NEH and Acquiror. Pursuant to the Lock-up Agreements, the Lock-up Holders will agree,
 among other things, that for a period of six (6) months following the Closing, not
 to transfer their shares received as Merger consideration or any securities convertible
 into or exercisable or exchangeable for shares of Acquiror Common Stock owned by such
 Lock-up Holders nor make any demand for or exercise any right with respect to the
 registration of such lock-up securities.

 Termination of Business Combination Marketing Agreement

 Concurrently with the execution of the Merger Agreement, Acquiror and NEH entered into a letter agreement (the " Letter Agreement ") with Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (together the
 " Advisors ") to terminate that certain Business Combination Marketing Agreement, dated as of
 November 30, 2021, by and among Acquiror and the Advisors (the " BCMA ").

 Pursuant to the Letter Agreement, in exchange for the termination of the BCMA, Acquiror
 and NEH mutually agree, jointly and severally, on the date of closing of the Business Combination,
 to issue to the Advisors an aggregate of 575,000 shares of Acquiror Common Stock and
 to include such shares as a "registrable security" in the Registration Rights Agreement.
 Such shares will not be subject to any lock-up agreement or other restrictions on
 transfer. The Letter Agreement will terminate and be of no force or effect if the Merger Agreement
 is terminated in accordance with its terms.

 Extensions of the Combination Period

 On May 17, 2023, we held a special meeting of stockholders (the " May 2023 Meeting "), at which our stockholders approved an amendment (the " May Extension Amendment ") to the Company's amended and restated certificate of incorporation to give the Company the right
 to extend the date by which the Company has to consummate a business combination (the
 " Combination Period ") up to six (6) times, each such extension for an additional one (1) month period,
 from June 3, 2023 to December 4, 2023. In connection with the stockholders' vote at the May 2023 Meeting, 8,989,488 shares of common stock were tendered for redemption.

 On May 3 and 4, 2023, we entered into non-redemption agreements with certain stockholders
 owning, in the aggregate, 2,000,000 shares of the Company's common stock, pursuant to which such stockholders agreed, among other things, not
 to redeem or exercise any right to redeem such public shares in connection with the
 May Extension Amendment. Certain initial stockholders of the Company agreed to pay
 the stockholders that entered into such agreements $0.04 per share for each one-month
 extension in connection with such agreements. On July 20, 2023, we entered into amendments to the non-redemption agreements to provide that
 the Company or certain initial stockholders of the Company, or their affiliates or
 designees, will pay such stockholders that entered into such non-redemption agreements
 $0.04 per share for each one-month extension in connection with such agreements. On
 May 30, 2023, June 29, 2023, July 31, 2023, August 31, 2023, October 2, 2023 and November 6, 2023, we issued payments to the Non-redeeming Stockholders in the aggregate amount
 of $480,000 in relation to the extension of the Combination Period through December 4, 2023. The Company also recorded a liability due to Non-redeeming Stockholders related
 to the remaining one-month extension periods and determined that the fair value of
 the liability as of December 31, 2023 was $0.

 On December 1, 2023, we held a special meeting of stockholders (the " December 2023 Meeting "), at which our stockholders approved an amendment to the Company's amended and restated certificate of incorporation to (A) give the Company the right
 to extend the Combination Period up to twelve (12) times, each such extension for an additional one (1) month period,
 from December 4, 2023 to December 3, 2024 (i.e., for a period of time ending 36 months from the consummation of the IPO)
 and (B) expand the methods that the Company may employ to not become subject to the "penny
 stock" rules of the Securities and Exchange Commission. In connection with the stockholders' vote at the December 2023 Meeting, 927,715 shares of common stock were tendered for redemption.

 Nasdaq Matters

 On October 9, 2023, The Nasdaq Stock Market LLC (" Nasdaq ") notified the Company that it did not comply with Nasdaq's minimum 400 Total Holders requirement set forth in Listing Rule 5450(a)(2) (the " Rule "). Based on Nasdaq's further review and the materials submitted by the Company on November 24, 2023, January 5, 2024, and February 19, 2024, Nasdaq determined to grant the Company an extension of time to regain compliance with the
 Rule. The terms of the extension are as follows: On or before April 8, 2024, the Company must file with Nasdaq documentation from its transfer agent, or
 independent source, that demonstrates that its common stock has a minimum of 400 Total
 Holders. In the event the Company does not satisfy the terms, Nasdaq will provide written notification that its securities will be delisted. At that time,
 the Company may appeal Staff's determination to a Listing Qualifications Panel.

 Competitive Strengths

 Our management team is led by Byron Roth and John Lipman, our Co-Chairmen and Co-Chief
 Executive Officers, Gordon Roth, our Chief Financial Officer, our independent directors
 and partners of both Roth Capital Partners, LLC (" Roth ") and Craig-Hallum Capital Group LLC (" Craig-Hallum "), who have over 100 years of combined operational, deal-making and investment experience.
 Our mission is to unlock value for our stockholders by identifying an acquisition
 target in the business services, consumer, healthcare, technology, wellness or sustainability
 sectors. Given the experience of our management team in these sectors, we believe
 we have significant resources to identify, diligence, and structure transactions that
 could be favorable for all stockholders.

 We believe our management team's backgrounds, and Roth and Craig-Hallum's unique sourcing infrastructure, provide us with the ability to identify transactions
 and target businesses that can thrive as publicly-traded companies. Additionally,
 over the course of their careers, the members of our management team and our affiliates
 have developed extensive networks of contacts and corporate relationships that we
 believe will provide us with an important source of initial business combination opportunities.
 These networks have provided our management team and our affiliates with deal flow
 that has resulted in numerous transactions. We anticipate that target business candidates
 will also be brought to our attention from various unaffiliated sources, including
 family offices, investment market participants, private equity groups, investment
 banks, consultants, accounting firms and large business enterprises.

 Management team

 Our management team, through its members' shared experience at Roth and Craig-Hallum, has a history of identifying targets
 and making strategic investments, acquisitions and raising capital. Roth and Craig-Hallum
 are small-cap growth investment banks with deep expertise and relationships in the
 business services, consumer, healthcare, technology, wellness and sustainability sectors.
 Since inception in 1992, Roth has raised over $50 billion in equity and debt offerings
 for small cap growth companies; Craig-Hallum has raised over $25 billion for small
 cap growth companies since its inception in 1997. Together, Roth and Craig-Hallum
 have approximately 40 senior research analysts covering approximately 550 companies,
 and over 40 sales people servicing approximately 1,000 institutional investors. Combined,
 the two firms have been underwriters on approximately 60 IPOs and completed over 400
 M&A and advisory assignments. Roth and Craig-Hallum sponsor over 15,000 meetings with
 institutional clients annually. On March 17, 2021, Roth CH Acquisition I Co., a SPAC co-sponsored by Roth and Craig-Hallum,
 consummated its business combination with PureCycle Technologies, Inc. (NASDAQ: PCT).
 On July 28, 2021, Roth CH Acquisition II Co., a SPAC co-sponsored by Roth and Craig-Hallum,
 consummated its business combination with Reservoir Media, Inc. (NASDAQ: RMI). On
 February 14, 2022, Roth CH Acquisition III Co., a SPAC co-sponsored by Roth and Craig-Hallum,
 consummated its business combination with QualTek Services Inc. (NASDAQ: QTEK).

 The past performance of Roth and Craig-Hallum, our management team and affiliates,
 or businesses with which they are or have been associated, is not a guarantee that
 we will be able to identify a suitable candidate for our initial business combination
 or of success with respect to any business combination we may consummate. You should
 not rely on the historical record or past performance of our management team or their
 affiliates or the businesses with which they are or have been associated as indicative
 of our future performance.

 Business Strategy

 Our management team's objective is to generate attractive returns and create value for our stockholders
 by applying a disciplined strategy of identifying attractive investment opportunities
 that could benefit from the addition of capital, management expertise and strategic
 insight.

 We will leverage our management team's broad network of proprietary and public transaction sources to find an opportunity
 where their expertise could effect a positive transformation of the existing business
 to improve the overall value proposition while maximizing shareholder value.

 Our management team believes it can identify companies that are under-performing their
 potential due to a temporary period of dislocation in the markets in which they operate,
 inefficient capital allocations, over-levered capital structures, excessive cost structures,
 incomplete management teams and/or inappropriate business strategies. In order to
 increase shareholder value, we will seek to identify these dislocations and implement
 a proven course correction plan where management agreements are put in place, debt
 and equity structures are realigned and costs are reduced.

 We intend to source initial business combination opportunities through the extensive
 networks of our management team and their affiliates. Over the course of their careers,
 the members of our management team have developed a broad network of contacts and
 corporate relationships, including seasoned executives and operators, private equity
 investors, lenders, attorneys and family offices, that we believe will provide our
 management team with a robust flow of acquisition opportunities.

 We believe successful special purpose acquisition companies require a differentiated
 story to make a business combination attractive for potential sellers of businesses
 who become partners in a public markets context. We believe that our team will be
 an attractive partner given our proven track record of both operational and financial
 success in small and medium sized public companies and our deep understanding of how
 to navigate complicated shareholder and capital markets dynamics in a small and mid-cap
 context.

 Our Business Combination Process

 In evaluating prospective business combinations, we expect to conduct a due diligence
 review process that will encompass, among other things, a review of historical and
 projected financial and operating data, meetings with management and their advisors
 (if applicable), on-site inspection of facilities and assets, discussion with customers
 and suppliers, legal reviews and other reviews as we deem appropriate.

 We are not prohibited from pursuing an initial business combination with a company
 that is affiliated with Roth or Craig-Hallum, our initial stockholders, officers or
 directors or their respective affiliates. In the event we seek to complete our initial
 business combination with a company that is affiliated with our initial stockholders,
 officers or directors, we, or a committee of independent directors, will obtain an
 opinion from an independent investment banking firm or an independent valuation or
 appraisal firm that regularly provides fairness opinions that our initial business
 combination is fair to our stockholders from a financial point of view.

 Roth and Craig-Hallum and each of our officers and directors presently has, and any
 of them in the future may have additional, fiduciary or contractual obligations to
 other entities pursuant to which such officer or director is or will be required to
 present a business combination opportunity. Accordingly, if any of our officers or
 directors becomes aware of a business combination opportunity which might be suitable
 for an entity to which he or she has then-current fiduciary or contractual obligations
 to present the opportunity to such entity, he or she will honor his or her fiduciary
 or contractual obligations to present such opportunity to such entity.

 We believe, however, that the fiduciary duties or contractual obligations of Roth
 and Craig-Hallum and our officers or directors will not materially affect our ability
 to complete our initial business combination. We may, at our option, pursue an acquisition
 opportunity with an entity to which Roth or Craig-Hallum, investment funds advised
 by Roth or Craig-Hallum, or an officer or director has a fiduciary or contractual
 obligation. Any such entity may co-invest with us in the target business at the time
 of our initial business combination, or we could raise additional proceeds to complete
 the initial business combination by making a specified future issuance to any such
 entity. Our amended and restated certificate of incorporation provides that we renounce
 our interest in any corporate opportunity offered to any director or officer unless
 such opportunity is expressly offered to such person solely in his or her capacity
 as a director or officer of our company and such opportunity is one we are legally
 and contractually permitted to undertake and would otherwise be reasonable for us
 to pursue, and to the extent the director or officer is permitted to refer that opportunity
 to us without violating another legal obligation. The determination of whether an
 opportunity has been expressly offered to a director of officer solely in his or her
 capacity as a director or officer of our company will made based on express statements
 by the person offering the opportunity, and if a director or officer is unsure of
 whether an opportunity was offered in such capacity, he or she shall seek guidance
 on such determination from the audit committee of our Board of Directors.

 We will have until December 3, 2024 to consummate our initial business combination. If we are unable to consummate our
 initial business combination within such time period, we will, as promptly as possible
 but not more than ten business days thereafter, redeem or purchase 100% of our outstanding
 public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest
 earned on the funds held in the trust account and not previously released to us or
 necessary to pay our taxes, and then seek to liquidate and dissolve. However, we may
 not be able to distribute such amounts as a result of claims of creditors which may
 take priority over the claims of our public stockholders.

 These criteria are not intended to be exhaustive. Any evaluation relating to the merits
 of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors
 and criteria that our management may deem relevant.

 Effecting a Business Combination

 General

 We are not presently engaged in, and we will not engage in, any operations until the
 completion of our initial business combination. We intend to effectuate our initial
 business combination using cash from the proceeds of our initial public offering and
 the private placement of the private units, our shares, new debt, or a combination
 of these, as the consideration to be paid in our initial business combination. We
 may seek to consummate our initial business combination with a company or business
 that may be financially unstable or in its early stages of development or growth (such
 as a company that has begun operations but is not yet at the stage of commercial manufacturing
 and sales), which would subject us to the numerous risks inherent in such companies
 and businesses, although we will not be permitted to effectuate our initial business
 combination with another blank check company or a similar company with nominal operations.

 If our initial business combination is paid for using shares or debt securities, or
 not all of the funds released from the trust account are used for payment of the purchase
 price in connection with our business combination or used for redemptions of purchases
 of our common stock, we may apply the cash released to us from the trust account that
 is not applied to the purchase price for general corporate purposes, including for
 maintenance or expansion of operations of acquired businesses, the payment of principal
 or interest due on indebtedness incurred in consummating our initial business combination,
 to fund the purchase of other companies or for working capital.

 We may seek to raise additional funds through a private offering of debt or equity
 securities in connection with the consummation of our initial business combination,
 and we may effectuate our initial business combination using the proceeds of such
 offering rather than using the amounts held in the trust account. Subject to compliance
 with applicable securities laws, we would consummate such financing only simultaneously
 with the consummation of our business combination. In the case of an initial business
 combination funded with assets other than the trust account assets, our tender offer
 documents or proxy materials disclosing the business combination would disclose the
 terms of the financing and, only if required by law or Nasdaq, we would seek stockholder
 approval of such financing. There are no prohibitions on our ability to raise funds
 privately or through loans in connection with our initial business combination.

 Sources of Target Businesses

 We anticipate that target business candidates will be brought to our attention from
 various unaffiliated sources, including investment bankers, venture capital funds,
 private equity groups, leveraged buyout funds, management buyout funds and other members
 of the financial community. Target businesses may be brought to our attention by such
 unaffiliated sources as a result of being solicited by us through calls or mailings.
 These sources also may introduce us to target businesses in which they think we may
 be interested on an unsolicited basis, since many of these sources will have read
 the prospectus of our initial public offering and know what types of businesses we
 are targeting. In addition, we expect to receive a number of proprietary deal flow
 opportunities that would not otherwise necessarily be available to us as a result
 of the business relationships of our officers and directors. While we do not presently
 anticipate engaging the services of professional firms or other individuals that specialize
 in business acquisitions on any formal basis, we may engage these firms or other individuals
 in the future, in which event we may pay a finder's fee, consulting fee or other compensation to be determined in an arm's length negotiation based on the terms of the transaction. We will engage a finder
 only to the extent our management determines that the use of a finder may bring opportunities
 to us that may not otherwise be available to us or if finders approach us on an unsolicited
 basis with a potential transaction that our management determines is in our best interest
 to pursue. Payment of finder's fees is customarily tied to completion of a transaction, in which case any such
 fee may be paid out of the funds held in the trust account. Although some of our officers
 and directors may enter into employment or consulting agreements with the acquired
 business following our initial business combination, the presence or absence of any
 such arrangements will not be used as a criterion in our selection process of an acquisition
 candidate.

 We are not prohibited from pursuing an initial business combination with a company
 that is affiliated with our initial stockholders, officers or directors. In the event
 we seek to complete our initial business combination with such a company, we, or a
 committee of independent directors, would obtain an opinion from an independent investment
 banking firm or another independent entity that commonly renders valuation opinions
 that such an initial business combination is fair to our stockholders from a financial
 point of view.

 Selection of a Target Business and Structuring of a Business Combination

 Subject to our management team's fiduciary obligations and the requirement that our initial business combination
 must be with one or more target businesses or assets having an aggregate fair market
 value of at least 80% of the value of the trust account (excluding any taxes payable)
 at the time of the agreement to enter into such initial business combination, our
 management will have virtually unrestricted flexibility in identifying and selecting
 one or more prospective target businesses. In any case, we will only consummate an
 initial business combination in which we become the majority shareholder of the target
 (or control the target through contractual arrangements in limited circumstances for
 regulatory compliance purposes as discussed below) or are otherwise not required to
 register as an investment company under the Investment Company Act or to the extent
 permitted by law we may acquire interests in a variable interest entity, in which
 we may have less than a majority of the voting rights in such entity, but in which
 we are the primary beneficiary. To the extent we effect our initial business combination
 with a company or business that may be financially unstable or in its early stages
 of development or growth (such as a company that has begun operations but is not yet
 at the stage of commercial manufacturing and sales), we may be affected by numerous
 risks inherent in such company or business. Although our management will endeavor
 to evaluate the risks inherent in a particular target business, we may not properly
 ascertain or assess all significant risk factors.

 In evaluating a prospective target business, we expect to conduct a thorough due diligence
 review that will encompass, among other things, meetings with incumbent management
 and employees, document reviews, interviews of customers and suppliers, inspection
 of facilities, as well as a review of financial and other information which will be
 made available to us.

 The time required to select and evaluate a target business and to structure and complete
 our initial business combination, and the costs associated with this process, are
 not currently ascertainable with any degree of certainty. Any costs incurred with
 respect to the identification and evaluation of a prospective target business with
 which a business combination is not ultimately completed will result in our incurring
 losses and will reduce the funds we can use to complete another business combination.
 We will not pay any finders or consulting fees to members of our management team,
 or any of their respective affiliates, for services rendered to or in connection with
 our initial business combination.

 Fair Market Value of Target Business or Businesses

 The target business or businesses or assets with which we effect our initial business
 combination must have a collective fair market value equal to at least 80% of the
 value of the trust account (excluding any taxes payable) at the time of the agreement
 to enter into such initial business combination. If we acquire less than 100% of one
 or more target businesses in our initial business combination, the aggregate fair
 market value of the portion or portions we acquire must equal at least 80% of the
 value of the trust account at the time of the agreement to enter into such initial
 business combination. However, we will always acquire at least a controlling interest
 in a target business. The fair market value of a portion of a target business or assets
 will likely be calculated by multiplying the fair market value of the entire business
 by the percentage of the target we acquire. We may seek to consummate our initial
 business combination with an initial target business or businesses with a collective
 fair market value in excess of the balance in the trust account. If we are no longer
 listed on a national exchange, we will not be required to satisfy the 80% test.

 The fair market value of a target business or businesses or assets will be determined
 by our Board of Directors based upon standards generally accepted by the financial
 community, such as actual and potential gross margins, the values of comparable businesses,
 earnings and cash flow, book value, enterprise value and, where appropriate, upon
 the advice of appraisers or other professional consultants. Investors will be relying
 on the business judgment of our Board of Directors, which will have significant discretion
 in choosing the standard used to establish the fair market value of a particular target
 business. If our Board of Directors is not able to independently determine that the
 target business or assets has a sufficient fair market value to meet the threshold
 criterion, we will obtain an opinion from an unaffiliated, independent investment
 banking firm or another independent entity that commonly renders valuation opinions
 on the type of target business we seek to acquire with respect to the satisfaction
 of such criterion. Notwithstanding the foregoing, unless we consummate a business
 combination with an affiliated entity, we are not required to obtain an opinion from
 an independent investment banking firm, or another independent entity that commonly
 renders valuation opinions on the type of target business we seek to acquire, that
 the price we are paying is fair to our stockholders.

 Lack of Business Diversification

 For an indefinite period of time after consummation of our initial business combination,
 the prospects for our success may depend entirely on the future performance of a single
 business. Unlike other entities that have the resources to complete business combinations
 with multiple entities in one or several industries, it is probable that we will not
 have the resources to diversify our operations and mitigate the risks of being in
 a single line of business. By consummating our initial business combination with only
 a single entity, our lack of diversification may:

 subject us to negative economic, competitive and regulatory developments, any or all
 of which may have a substantial adverse impact on the particular industry in which
 we operate after our initial business combination, and

 cause us to depend on the marketing and sale of a single product or limited number
 of products or services.

 Limited Ability to Evaluate the Target's Management Team

 Although we intend to closely scrutinize the management of a prospective target business
 when evaluating the desirability of effecting our initial business combination with
 that business, our assessment of the target business' management may not prove to be correct. The future role of members of our management
 team, if any, in the target business cannot presently be stated with any certainty.
 Consequently, members of our management team may not become a part of the target's management team, and the future management may not have the necessary skills, qualifications
 or abilities to manage a public company. Further, it is also not certain whether one
 or more of our directors will remain associated in some capacity with us following
 our initial business combination. Moreover, members of our management team may not
 have significant experience or knowledge relating to the operations of the particular
 target business. Our key personnel may not remain in senior management or advisory
 positions with the combined company. The determination as to whether any of our key
 personnel will remain with the combined company will be made at the time of our initial
 business combination.

 Following our initial business combination, we may seek to recruit additional managers
 to supplement the incumbent management of the target business. We may not have the
 ability to recruit additional managers, or that additional managers will have the
 requisite skills, knowledge or experience necessary to enhance the incumbent management.

 Stockholders May Not Have the Ability to Approve an Initial Business Combination

 In connection with any proposed business combination, we will either (1) seek stockholder
 approval of our initial business combination at a meeting called for such purpose
 at which public stockholders may seek to convert their public shares, regardless of
 how or whether they vote on the proposed business combination, into their pro rata
 share of the aggregate amount then on deposit in the trust account (net of taxes payable)
 or (2) provide our public stockholders with the opportunity to sell their public shares
 to us by means of a tender offer (and thereby avoid the need for a stockholder vote)
 for an amount equal to their pro rata share of the aggregate amount then on deposit
 in the trust account (net of taxes payable), in each case subject to the limitations
 described herein. Notwithstanding the foregoing, our initial stockholders have agreed,
 pursuant to written letter agreements with us, not to convert any founder shares,
 shares underlying the private units and any public shares purchased in or after our
 initial public offering held by them into their pro rata share of the aggregate amount
 then on deposit in the trust account. The decision as to whether we will seek stockholder
 approval of a proposed business combination or will allow stockholders to sell their
 shares to us in a tender offer will be made by us based on a variety of factors such
 as the timing of the transaction and whether the terms of the transaction would otherwise
 require us to seek stockholder approval. If we so choose and are legally permitted
 to do so, we have the flexibility to avoid a stockholder vote and allow our stockholders
 to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. If
 we determine to engage in a tender offer, such tender offer will be structured so
 that each stockholder may tender any or all of his, her or its public shares rather
 than some pro rata portion of his, her or its shares. In that case, we will file tender
 offer documents with the SEC which will contain substantially the same financial and
 other information about the initial business combination as is required under the
 SEC's proxy rules. Whether we seek stockholder approval or engage in a tender offering,
 we will consummate our initial business combination only if we have net tangible assets
 of at least $5,000,001 either immediately prior to or upon such consummation and,
 solely if we seek stockholder approval, a majority of the issued and outstanding shares
 of common stock voted are voted in favor of the business combination.

 If we seek to consummate an initial business combination with a target business that
 imposes any type of working capital closing condition or requires us to have a minimum
 amount of funds available from the trust account upon consummation of such initial
 business combination, it may limit our ability to consummate such initial business
 combination and may force us to seek third party financing which may not be available
 on terms acceptable to us or at all. As a result, we may not be able to consummate
 such initial business combination and we may not be able to locate another suitable
 target within the applicable time period, if at all. Public stockholders may therefore
 have to wait until December 3, 2024 in order to be able to receive a pro rata share of the trust account.

 Our initial stockholders and our officers and directors have agreed (1) to vote any
 shares of common stock owned by them in favor of any proposed business combination,
 (2) not to convert any shares of common stock in connection with a stockholder vote
 to approve a proposed initial business combination and (3) not sell any shares of
 common stock in any tender in connection with a proposed initial business combination.

 If we hold a meeting to approve a proposed business combination and a significant
 number of stockholders vote, or indicate an intention to vote, against such proposed
 business combination or that they wish to convert their shares, our officers, directors,
 initial stockholders or their affiliates could make such purchases in the open market
 or in private transactions in order to influence the vote and reduce the number of
 conversions. Notwithstanding the foregoing, our officers, directors, initial stockholders
 and their affiliates will not make purchases of common stock if the purchases would
 violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation
 of a company's stock.

 Conversion/Tender Rights

 At any meeting called to approve an initial business combination, public stockholders
 may seek to convert their public shares, regardless of how or whether they vote on
 the proposed business combination, into their pro rata share of the aggregate amount
 then on deposit in the trust account, less any taxes then due but not yet paid. Notwithstanding
 the foregoing, our initial stockholders have agreed, pursuant to written letter agreements
 with us, not to convert any founder shares, shares underlying the private units and
 any public shares purchased in or after our initial public offering held by them into
 their pro rata share of the aggregate amount then on deposit in the trust account.
 If we hold a meeting to approve an initial business combination, a holder will always
 have the ability to vote against a proposed business combination and not seek conversion
 of his, her or its shares.

 Alternatively, if we engage in a tender offer, each public stockholder will be provided
 the opportunity to sell his, her or its public shares to us in such tender offer.
 The tender offer rules require us to hold the tender offer open for at least 20 business
 days. Accordingly, this is the minimum amount of time we would need to provide holders
 to determine whether they want to sell their public shares to us in the tender offer
 or remain an investor in our company.

 Our initial stockholders, officers and directors will not have conversion rights with
 respect to any shares of common stock owned by them, directly or indirectly.

 We may also require public stockholders, whether they are a record holder or hold
 their shares in "street name," to either tender their certificates (if any) to our
 transfer agent or to deliver their shares to the transfer agent electronically using
 The Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian) System, at the holder's option, at any time at or prior to the vote on the business combination. The proxy
 solicitation materials that we will furnish to stockholders in connection with the
 vote for any proposed business combination will indicate whether we are requiring
 stockholders to satisfy such delivery requirements. Accordingly, a stockholder would
 have from the time our proxy statement is mailed through the vote on the business
 combination to deliver his, her or its shares if he, she or it wishes to seek to exercise
 his conversion rights. Under our bylaws, we are required to provide at least 10 days' advance notice of any stockholder meeting, which would be the minimum amount of time
 a stockholder would have to determine whether to exercise conversion rights. As a
 result, if we require public stockholders who wish to convert their shares of common
 stock into the right to receive a pro rata portion of the funds in the trust account
 to comply with the foregoing delivery requirements, holders may not have sufficient
 time to receive the notice and deliver their shares for conversion. Accordingly, investors
 may not be able to exercise their conversion rights and may be forced to retain our
 securities when they otherwise would not want to. The conversion rights will likely
 include the requirement that a beneficial holder must identify itself in order to
 validly redeem its shares.

 There is a nominal cost associated with this tendering process and the act of certificating
 the shares or delivering them through the DWAC System. The transfer agent will typically
 charge the tendering broker a fee, and it would be up to the broker whether or not
 to pass this cost on to the converting holder. However, this fee would be incurred
 regardless of whether or not we require holders seeking to exercise conversion rights.
 The need to deliver shares is a requirement of exercising conversion rights regardless
 of the timing of when such delivery must be effectuated. However, in the event we
 require stockholders seeking to exercise conversion rights to deliver their shares
 prior to the consummation of the proposed business combination and the proposed business
 combination is not consummated, this may result in an increased cost to stockholders.

 Any request to convert or tender such shares once made, may be withdrawn at any time
 up to the vote on the proposed business combination or expiration of the tender offer.
 Furthermore, if a holder of public shares delivered his, her or its certificate in
 connection with an election of their conversion or tender and subsequently decides
 prior to the vote on the business combination or the expiration of the tender offer
 not to elect to exercise such rights, he, she or it may simply request that the transfer
 agent return the certificate (physically or electronically).

 If the initial business combination is not approved or completed for any reason, then
 our public stockholders who elected to exercise their conversion or tender rights
 would not be entitled to convert their shares for the applicable pro rata share of
 the trust account. In such case, we will promptly return any shares delivered by public
 holders.

 Liquidation of Trust Account if No Business Combination

 If we do not complete a business combination by December 3, 2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
 as reasonably possible but not more than ten business days thereafter, redeem 100%
 of the outstanding public shares and (iii) as promptly as reasonably possible following
 such redemption, subject to the approval of our remaining stockholders and our Board
 of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above)
 to our obligations under Delaware law to provide for claims of creditors and the requirements
 of other applicable law.

 Under the Delaware General Corporation Law, stockholders may be held liable for claims
 by third parties against a corporation to the extent of distributions received by
 them in a dissolution. The pro rata portion of our trust account distributed to our
 public stockholders upon the redemption of 100% of our outstanding public shares in
 the event we do not complete our initial business combination within the required
 time period may be considered a liquidation distribution under Delaware law. If the
 corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable
 provision for all claims against it, including a 60-day notice period during which
 any third-party claims can be brought against the corporation, a 90-day period during
 which the corporation may reject any claims brought, and an additional 150-day waiting
 period before any redemptions are made to stockholders, any liability of stockholders
 with respect to a redemption is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any
 liability of the stockholder would be barred after the third anniversary of the dissolution.

 Furthermore, if the pro rata portion of our trust account distributed to our public
 stockholders upon the redemption of 100% of our public shares in the event we do not
 complete our initial business combination within the required time period is not considered
 a liquidation distribution under Delaware law and such redemption distribution is
 deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the statute of limitations for claims
 of creditors could then be six years after the unlawful redemption distribution, instead
 of three years, as in the case of a liquidation distribution. It is our intention
 to redeem our public shares as soon as reasonably possible following the 18th month
 from the closing of our initial public offering and, therefore, we do not intend to
 comply with the above procedures. As such, our stockholders could potentially be liable
 for any claims to the extent of distributions received by them (but no more) and any
 liability of our stockholders may extend well beyond the third anniversary of such
 date.

 Because we will not be complying with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt a plan, based on
 facts known to us at such time that will provide for our payment of all existing and
 pending claims or claims that may be potentially brought against us within the subsequent
 10 years. However, because we are a blank check company, rather than an operating
 company, and our operations will be limited to seeking to complete an initial business
 combination, the only likely claims to arise would be from our vendors (such as lawyers,
 investment bankers, etc.) or prospective target businesses.

 We will seek to have all third parties and any
 prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any
 kind they may have in or to any monies held in the trust account. As a result, the claims that could be made against us will be
 limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore believe
 that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute the
 funds in the trust account to our public stockholders. Nevertheless, there is no guarantee that vendors, service providers and
 prospective target businesses will execute such agreements. In the event that a potential contracted party was to refuse to execute
 such a waiver, we will execute an agreement with that entity only if our management first determines that we would be unable to
 obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver.
 Examples of instances where we may engage a third party that refuses to execute a waiver would be the engagement of a third party
 consultant who cannot sign such an agreement due to regulatory restrictions, such as our auditors who are unable to sign due to
 independence requirements, or whose particular expertise or skills are believed by management to be superior to those of other
 consultants that would agree to execute a waiver, or a situation in which management does not believe it would be able to find a
 provider of required services willing to provide the waiver. There is also no guarantee that, even if third parties execute such
 agreements with us, they will not seek recourse against the trust account. Certain of our initial stockholders have agreed that they
 will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective
 target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account
 to below (i) $10.15 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the
 liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be
 withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the
 trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain
 liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be
 unenforceable against a third party, our initial stockholders will not be responsible to the extent of any liability for such
 third-party claims. We have not independently verified whether our initial stockholders have sufficient funds to satisfy their
 indemnity obligations. We have not asked our initial stockholders to reserve for such obligations. We therefore cannot assure you
 that they will be able to satisfy their indemnification obligations if they are required to do so.

 If we are unable to consummate an initial business combination and are forced to redeem
 100% of our outstanding public shares for a portion of the funds held in the trust
 account, we anticipate notifying the trustee of the trust account to begin liquidating
 such assets promptly after such date and anticipate it will take no more than 10 business
 days to effectuate the redemption of our public shares. Our insiders have waived their
 rights to participate in any redemption with respect to any shares owned by them.
 We will pay the costs of any subsequent liquidation from interest accrued in the trust
 account. If such funds are insufficient, our insiders have agreed to pay the funds
 necessary to complete such liquidation and have agreed not to seek repayment of such
 expenses. Each holder of public shares will receive a full pro rata portion of the
 amount then in the trust account, plus any pro rata interest earned on the funds held
 in the trust account and not previously released to us or necessary to pay our taxes. The proceeds
 deposited in the trust account could, however, become subject to claims of our creditors
 that are in preference to the claims of public stockholders.

 Our public stockholders shall be entitled to receive funds from the trust account
 only in the event of our failure to complete our initial business combination in the
 required time period or if the stockholders seek to have us convert their respective
 shares of common stock upon a business combination which is actually completed by
 us. In no other circumstances shall a stockholder have any right or interest of any
 kind to or in the trust account. If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed
 against us which is not dismissed, the proceeds held in the trust account could be
 subject to applicable bankruptcy law, and may be included in our bankruptcy estate
 and subject to the claims of third parties with priority over the claims of our stockholders.
 To the extent any bankruptcy claims deplete the trust account, the per share redemption
 or conversion amount received by public stockholders may be less than $10.15.

 If, after we distribute the proceeds in the trust account to our public stockholders,
 we file a bankruptcy petition or an involuntary bankruptcy petition is filed against
 us that is not dismissed, any distributions received by stockholders could be viewed
 under applicable debtor/creditor and/or bankruptcy laws as either a "preferential
 transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek
 to recover all amounts received by our stockholders. In addition, our Board of Directors
 may be viewed as having breached its fiduciary duty to our creditors and/or having
 acted in bad faith, thereby exposing itself and us to claims of punitive damages,
 by paying public stockholders from the trust account prior to addressing the claims
 of creditors. Claims may be brought against us for these reasons.

 Competition

 In identifying, evaluating and selecting a target business for our initial business
 combination, we may encounter intense competition from other entities having a business
 objective similar to ours, including other blank check companies, private equity groups
 and leveraged buyout funds, and operating businesses seeking strategic acquisitions.
 Many of these entities are well established and have significant experience identifying
 and effecting business combinations directly or through affiliates. Moreover, many
 of these competitors possess greater financial, technical, human and other resources
 than us. Our ability to acquire larger target businesses will be limited by our available
 financial resources. This inherent limitation gives others an advantage in pursuing
 the acquisition of a target business. Furthermore, the requirement that we acquire
 a target business or businesses having a fair market value equal to at least 80% of
 the value of the trust account (excluding any taxes payable) at the time of the agreement
 to enter into the business combination, our obligation to pay cash in connection with
 our public stockholders who exercise their redemption rights and the number of our
 outstanding warrants and the future dilution they potentially represent may not be
 viewed favorably by certain target businesses. Any of these factors may place us at
 a competitive disadvantage in successfully negotiating our initial business combination.

 Employees

 We currently have seven executive officers. These individuals are not obligated to
 devote any specific number of hours to our matters but they intend to devote as much
 of their time as they deem necessary to our affairs until we have completed our initial
 business combination. The amount of time they will devote in any time period will
 vary based on whether a target business has been selected for our initial business
 combination and the stage of the business combination process we are in. We do not
 intend to have any full time employees prior to the consummation of our initial business
 combination.

 For additional discussion of the general development of our business, see our final
 prospectus for our initial public offering, filed with the SEC on December 2, 2021.

 We may not be able to complete an initial business combination with a U.S. target
 company since such initial business combination may be subject to U.S. foreign investment
 regulations and review by a U.S. government entity such as the Committee on Foreign
 Investment in the United States (CFIUS), or ultimately prohibited.

 None of the members of the Company's sponsor group is, is controlled by, or has substantial ties with a foreign person
 and therefore, we believe, will not be subject to U.S. foreign investment regulations
 and review by a U.S. government entity such as the Committee on Foreign Investment
 in the United States (CFIUS). While we believe that the nature of the Company's business should not make our initial business combination subject to U.S. foreign
 regulations or review by a U.S. government entity, it is possible that a business
 combination may be subject to a CFIUS review, the scope of which was expanded by the
 Foreign Investment Risk Review Modernization Act of 2018 (" FIRRMA "), to include certain non-passive, non-controlling investments in sensitive U.S.
 businesses and certain acquisitions of real estate even with no underlying U.S. business.
 FIRRMA, and subsequent implementing regulations that are now in force, also subjects
 certain categories of investments to mandatory filings. If our initial business combination
 falls within CFIUS's jurisdiction, we may determine that we are required to make a mandatory filing or
 that we will submit a voluntary notice to CFIUS, or to proceed with the initial business
 combination without notifying CFIUS and risk CFIUS intervention, before or after closing
 the initial business combination. CFIUS may decide to block or delay our initial business
 combination, impose conditions to mitigate national security concerns with respect
 to such initial business combination or order us to divest all or a portion of a U.S.
 business of the combined company without first obtaining CFIUS clearance, which may
 limit the attractiveness of or prevent us from pursuing certain initial business combination
 opportunities that we believe would otherwise be beneficial to us and our shareholders.
 As a result, the pool of potential targets with which we could complete an initial
 business combination may be limited and we may be adversely affected in terms of competing
 with other special purpose acquisition companies which do not have similar foreign
 ownership issues.

 Moreover, the process of government review, whether by the CFIUS or otherwise, could
 be lengthy and we have limited time to complete our initial business combination.
 If we cannot complete our initial business combination by June 3, 2023 because the review process drags on beyond such timeframe or because our initial
 business combination is ultimately prohibited by CFIUS or another U.S. government
 entity, we may be required to liquidate. This will also cause you to lose the investment
 opportunity in a target company and the chance of realizing future gains on your investment
 through any price appreciation in the combined company.

 If we were deemed to be an investment company for purposes of the Investment Company
 Act of 1940, as amended (the " Investment Company Act "), we may be forced to abandon our efforts to complete an initial business combination
 and instead be required to liquidate the Company. To avoid that result, we may determine,
 in our discretion, to liquidate the securities held in the trust account and instead
 hold all funds in the trust account in an interest bearing bank demand deposit account,
 which may earn less interest than we otherwise would have if the trust account had
 remained invested in U.S. government securities or money market funds.

 There is currently uncertainty concerning the applicability of the Investment Company
 Act to a special purpose acquisition company (" SPAC ") and we may in the future be subject to a claim that we have been operating as an
 unregistered investment company. If we are deemed to be an investment company for
 purposes of the Investment Company Act, we might be forced to abandon our efforts
 to complete an initial business combination and instead be required to liquidate.
 If we are required to liquidate, our investors would not be able to realize the benefits
 of owning stock in a successor operating business, including the potential appreciation
 in the value of our stock and warrants following such a transaction, and our warrants
 would expire worthless.

 The funds in the trust account have, since our initial public offering, been held
 only in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed
 to have been operating as an unregistered investment company (including under the
 subjective test of Section 3(a)(1)(A) of the Investment Company Act), we may, in our own discretion, instruct Continental
 Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government securities or money market funds held in the trust account and thereafter,
 until the earlier of consummation of our initial business combination or liquidation,
 to hold all funds in the trust account in an interest bearing bank demand deposit
 account, which may earn less interest than we otherwise would have if the trust account
 had remained invested in U.S. government securities or money market funds. This may mean that the amount of funds
 available for redemption would not increase, or would only minimally increase, thereby
 reducing the dollar amount our public shareholders would receive upon any redemption
 or liquidation of the Company.

 In addition, the longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities,
 there is a greater risk that we may be considered an unregistered investment company,
 in which case we may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time
 and instead hold all funds in the trust account in an interest bearing bank demand
 deposit account, which may earn less interest than we otherwise would have if the
 trust account had remained invested in U.S. government securities or money market funds

 ITEM 1A.
 RISK
 FACTORS

 As a smaller reporting company, we are not required to make disclosures under this
 Item.

 ITEM 1B.
 UNRESOLVED
 STAFF COMMENTS

 Not applicable.

 ITEM 1C.
 CYBERSECURITY

 We are a special purpose acquisition company with no business operations. Since our IPO, our sole business activity has been identifying
 and evaluating suitable acquisition transaction candidates. Therefore, we do not consider
 that we face significant cybersecurity risk and have not adopted any cybersecurity
 risk management program or formal processes for assessing cybersecurity risk. Our
 board of directors is generally responsible for the oversight of risks from cybersecurity
 threats, if any. We have not encountered any cybersecurity incidents since our IPO.

 ITEM 2.
 PROPERTIES

 We currently maintain our executive offices at 888 San Clemente Drive, Newport Beach,
 CA 92660. Roth Capital Partners, LLC is making this space available to us free of
 charge. We consider our current office space adequate for our current operations.

 ITEM 3.
 LEGAL
 PROCEEDINGS

 We may be subject to legal proceedings, investigations and claims incidental to the
 conduct of our business from time to time. We are not currently a party to any material
 litigation or other legal proceedings brought against us. We are also not aware of
 any legal proceeding, investigation or claim, or other legal exposure that has a more
 than remote possibility of having a material adverse effect on our business, financial
 condition or results of operations.

 ITEM 4.
 MINE SAFETY
 DISCLOSURES

 Not Applicable.

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our units, common stock and warrants trade on The Nasdaq Global Market, or Nasdaq,
 under the symbols "ROCLU," "ROCL" and "ROCLW," respectively. Our units began trading
 on Nasdaq on December 1, 2021, and the shares of common stock and warrants began trading on Nasdaq on January 5, 2022.

 Holders of Record

 As of April 1, 2024, there were 4,919,297 shares
 of common stock issued and outstanding held by 15 holders of record. The number of record holders was determined from the records of
 our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various
 security brokers, dealers, and registered clearing agencies.

 Dividends

 We have not paid any cash dividends on our common stock to date, and do not intend
 to pay cash dividends prior to the completion of an initial business combination.
 The payment of cash dividends in the future will be dependent upon our revenues and
 earnings, if any, capital requirements and general financial condition subsequent
 to completion of a business combination. The payment of any dividends subsequent to
 a business combination will be within the discretion of our board of directors at
 such time and subject to Delaware law. It is the present intention of our board of
 directors to retain all earnings, if any, for use in our business operations and,
 accordingly, our board of directors does not anticipate declaring any dividends in
 the foreseeable future. In addition, our board of directors is not currently contemplating
 and does not anticipate declaring any share dividends in the foreseeable future. Further,
 if we incur any indebtedness, our ability to declare dividends may be limited by restrictive
 covenants we may agree to in connection therewith.

 Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent Sales of Unregistered Securities

 There were no unregistered securities to report which have not been previously included
 in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM 6.
 [RESERVED]

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with
 our audited financial statements and the notes related thereto which are included
 in " Item 8. Financial Statements and Supplementary Data " of this Annual Report on Form 10-K. Certain information contained in the discussion
 and analysis set forth below includes forward-looking statements. Our actual results
 may differ materially from those anticipated in these forward-looking statements as
 a result of many factors, including those set forth under " Special Note Regarding Forward-Looking Statements," " Item 1A. Risk Factors " and elsewhere in this Annual Report on Form 10-K.

 Overview

 We are a blank check company formed under the laws of the State of Delaware on November 5, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition,
 stock purchase, reorganization or other similar business combination with one or more
 businesses. We intend to effectuate our Business Combination using cash from the proceeds
 of the Initial Public Offering and the sale of the Private Units, our capital stock,
 debt or a combination of cash, stock and debt.

 The issuance of additional shares of our stock in an initial business combination:

 may significantly reduce the equity interest of our stockholders;

 may subordinate the rights of holders of common stock if we issue preferred shares
 with rights senior to those afforded to our shares of common stock;

 will likely cause a change in control if a substantial number of our shares of common
 stock are issued, which may affect, among other things, our ability to use our net
 operating loss carry forwards, if any, and most likely will also result in the resignation
 or removal of our present officers and directors; and may adversely affect prevailing
 market prices for our securities.

 Similarly, if we issue debt securities or otherwise incur significant indebtedness,
 it could result in: default and foreclosure on our assets if our operating revenues
 after a business combination are insufficient to pay our debt obligations;

 our immediate payment of all principal and accrued interest, if any, if the debt security
 is payable on demand; and

 our inability to obtain additional financing, if necessary, if the debt security contains
 covenants restricting our ability to obtain additional financing while such security
 is outstanding.

 We expect to continue to incur significant costs in the pursuit of our acquisition
 plans. We cannot assure you that our plans to complete an initial business combination
 will be successful.

 Recent Developments

 Merger Agreement

 On January 3, 2024, ROCL (or " Acquiror "), entered into a Business Combination Agreement and Plan of Reorganization (as it
 may be amended, supplemented or otherwise modified from time to time, the " Merger Agreement "), by and among Acquiror, Roth CH V Merger Sub Corp., a Delaware corporation and
 a wholly-owned subsidiary of Acquiror (" Merger Sub "), and New Era Helium Corp., a Nevada corporation (" NEH "). The transactions set forth in the Merger Agreement, including the Merger (defined
 below), will constitute a " Business Combination " as contemplated by Acquiror's Amended and Restated Certificate of Incorporation. Unless expressly stated otherwise
 herein, capitalized terms used but not defined herein shall have such meanings ascribed
 to them in the Merger Agreement.

 The Merger

 Upon the terms and subject to the conditions set forth in the Merger Agreement and
 in accordance with the Nevada Revised Statutes and the Delaware General Corporation
 Law, Merger Sub will merge with and into NEH, with NEH surviving as a wholly-owned subsidiary of Acquiror (the " Merger "). Upon the closing of the Transactions, subject to approval by ROCL's stockholders and other customary closing conditions, the combined company with be
 named "New Era Helium Corp." and is expected to list on The Nasdaq Stock Market.

 Consideration

 Subject to the terms and conditions set forth in the Merger Agreement, in consideration
 of the Merger, the holders of shares of NEH Common Stock (including shares of NEH Common Stock resulting from the conversion of NEH Preferred Stock) will receive an aggregate of 9.0 million shares of Acquiror's common stock, which number will be subject to adjustment based upon the Net Debt
 (as defined in the Merger Agreement) (which shares do not include the Earnout Shares
 (as defined below)) (the " NEH Merger Shares "). For purposes of the NEH 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 NEH 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 NEH Merger Shares will be decreased by 1/10 of one share.

 The Merger Agreement also provides, among other things, that the holders of shares
 of NEH Common Stock immediately prior to the Effective Time have the contingent right to
 receive up to an aggregate of 1.0 million additional shares of Acquiror's common stock (the " Earnout Shares "), subject to the following contingencies:

 (i) 500,000 Earnout Shares, in the event that, based upon the audited financial statements
 of NEH for the year ended December 31, 2025, it meets or exceeds a total EBITDA of $25.268 million as calculated by the
 Company; and

 (ii) 500,000 Earnout Shares, if, at any time during the period between the Closing Date
 and 180 days after the filing of the Form 10-K for the fiscal year ended December 31, 2025, the average of the reported sales prices on Nasdaq (or the exchange on which
 Acquiror's common stock is then listed) for any twenty (20) Trading Days during any thirty
 (30) consecutive Trading Days is greater than or equal to $12.50.

 Representations and Warranties

 The Merger Agreement contains customary representations and warranties of the parties
 thereto with respect to the parties, the transactions contemplated by the Merger Agreement
 and their respective business operations and activities, including, with respect to
 NEH, its mineral properties, leases and contracts. The representations and warranties
 of the parties do not survive the Closing.

 Covenants

 The Merger Agreement contains customary covenants of the parties thereto, including:
 (a) conduct of business pending the Merger, (b) preparation and filing of a Form S-4
 with respect to the shares of Acquiror's common stock issuable under the Merger Agreement, which Form S-4 will contain a
 proxy statement for Acquiror's stockholders, (c) the requirement to make appropriate filings and obtain clearance
 pursuant to the HSR Act, and (d) the preparation and delivery of updated audited financial
 statements for NEH.

 The Merger Agreement also contains mutual exclusivity provisions prohibiting the parties
 thereto and their respective representatives and subsidiaries from soliciting initiating,
 continuing or otherwise encouraging or participating in an Alternative Transaction
 (subject to certain limited exceptions specified therein), or entering into any contracts
 or agreements in connection therewith.

 The parties to the Merger Agreement agreed to use commercially reasonable efforts
 to identify additional sources of financing from third party financing sources, on
 terms mutually agreed upon between Acquiror and NEH.

 Conditions to Consummation of the Transactions

 Consummation of the transactions contemplated by the Merger Agreement is subject to
 conditions of the respective parties that are customary for a transaction of this
 type, including, among others: (a) obtaining Acquiror stockholders' approval of the Roth Proposals; (b) obtaining the NEH Stockholder Approval; (c) there being no laws or injunctions by governmental authorities
 or other legal restraint prohibiting consummation of the transactions contemplated
 under the Merger Agreement; (d) the required filings under the HSR Act having been
 completed and the waiting period applicable to the Merger under the HSR Act having
 expired or terminated; (e) Acquiror's common stock being listed on Nasdaq, or another national securities exchange mutually
 agreed to by the parties; (f) the Form S-4 having become effective and no stop order
 suspending the effectiveness of the Form S-4 having been issued by the SEC; and (g)
 Acquiror (including, following the Effective Time, NEH) having equal to or in excess of $5,000,000 in cash and cash equivalents.

 Acquiror has separate conditions to closing, including, among others, that (a) no
 material adverse effect having occurred with respect to NEH, (b) NEH having raised at least $45,000,000 in a private placement of securities in order to
 fund its new plant construction, and (c) certain indebtedness of NEH having been converted into shares of common stock of NEH. NEH has separate conditions to closing, including, among others, that no material adverse
 effect has occurred with respect to Acquiror.

 Termination

 The Merger Agreement may be terminated under certain customary and limited circumstances
 prior to the Closing of the Merger, including: (a) by mutual written consent of Acquiror
 and NEH; (b) by either party if the Closing has not occurred prior to the date that is 180
 days after the date of the Merger Agreement; (c) there is a final non-appealable order
 issued by a governmental authority preventing or making illegal the consummation of
 the transactions contemplated by the Merger Agreement; (d) by either Acquiror or NEH if any of the Roth Proposals fails to be approved at the Roth Stockholders' Meeting; (e) by Acquiror if NEH fails to obtain NEH Stockholder Approval within five (5) Business Days following the date in which the
 SEC declares the Form S-4 effective; (f) by Acquiror if NEH has not delivered: (i) its Audited Financial Statements for the year ended December 31, 2022 and December 31, 2021 by January 8, 2024, (ii) its Interim Financials by February 1, 2024, and (iii) the Audited Financial Statements for the year ended December 31, 2023 within 90 days after the date of the Merger Agreement; and (g) by either party
 if the other party's representations or warranties are not true and correct or if the other party breached
 any of its covenants set forth in the Merger Agreement such that the conditions to
 Closing would not be satisfied and such breach cannot or has not been cured within
 the earlier of thirty (30) days' notice by the other party.

 If the Merger Agreement is validly terminated, none of the parties will have any liability
 or any further obligation under the Merger Agreement with certain limited exceptions,
 including liability arising out of willful material breach of the Merger Agreement.

 Governance

 The executive management of NEH is expected to serve as the executive management of Acquiror following Closing. Pursuant
 to the Merger Agreement, for a period of three years following the Closing, Acquiror's board of directors will consist of five members, with Acquiror's current board of directors having the right to designate one director.

 Employment Agreements

 In connection with the Merger Agreement, prior to the filing of the definitive Proxy
 Statement, NEH agreed to amend and restate the employment agreements, or enter into new employment
 agreements, with certain key employees of NEH, in forms reasonably acceptable to Acquiror, NEH and such key employees and containing market terms for a public company of similar
 size and industry to NEH.

 The Merger Agreement contains representations, warranties and covenants that the parties
 to the Merger Agreement made to each other as of the date of the Merger Agreement
 or other specific dates. The assertions embodied in those representations, warranties
 and covenants were made for purposes of the contract among the parties and are subject
 to important qualifications and limitations agreed to by the parties in connection
 with negotiating the Merger Agreement. The Merger Agreement has been attached to provide
 investors with information regarding its terms and is not intended to provide any
 other factual information about ROCL, NEH or any other party to the Merger Agreement. In particular, the representations, warranties,
 covenants and agreements contained in the Merger Agreement, which were made only for
 purposes of the Merger Agreement and as of specific dates, were solely for the benefit
 of the parties to the Merger Agreement, may be subject to limitations agreed upon
 by the contracting parties (including being qualified by confidential disclosures
 made for the purposes of allocating contractual risk between the parties to the Merger
 Agreement instead of establishing these matters as facts) and may be subject to standards
 of materiality applicable to the contracting parties that differ from those applicable
 to investors and reports and documents filed with the SEC. Investors should not rely
 on the representations, warranties, covenants and agreements, or any descriptions
 thereof, as characterizations of the actual state of facts or condition of any party
 to the Merger Agreement. In addition, the representations, warranties, covenants and
 agreements and other terms of the Merger Agreement may be subject to subsequent waiver
 or modification. Moreover, information concerning the subject matter of the representations
 and warranties and other terms may change after the date of the Merger Agreement,
 which subsequent information may or may not be fully reflected in ROCL's public disclosures.

 Certain Related Agreements

 Insider Support Agreement

 Contemporaneously with the execution of the Merger Agreement, Acquiror entered into
 an insider support agreement (the " Insider Support Agreement ") with NEH and certain stockholders of Acquiror (the " Sponsor Parties "), whereby the Sponsor Parties have agreed, among other things, (i) not to transfer
 or redeem any Acquiror Common Stock held by such Sponsor Parties, (ii) to vote in
 favor of the adoption of the Merger Agreement and approval of the Merger and the other
 transactions contemplated hereby, and (iii) to vote against any Alternative Transaction
 with respect to Acquiror or any proposal in opposition to approval of the Merger Agreement
 or in competition with or inconsistent with the Merger Agreement and any other action
 or proposal that is intended, or would reasonably be expected, to prevent, impede,
 interfere with, delay, postpone or adversely affect the Transactions.

 Company Support Agreement

 Contemporaneously with the execution of the Merger Agreement, Acquiror entered into
 a stockholder support agreement (the " Company Support Agreement ") with NEH and certain shareholders of NEH (the " Company Supporting Shareholders "), pursuant to which the Company Supporting Shareholders have agreed, among other
 things, (i) not to transfer any NEH Common Stock held by such Company Supporting Shareholders, (ii) to vote in favor of
 the Merger and the transactions contemplated by the Merger Agreement, and (iii) to
 vote against any Alternative Transaction with respect to NEH or any proposal in opposition to approval of the Merger Agreement or in competition
 with or inconsistent with the Merger Agreement, and any other action or proposal that
 is intended, or would reasonably be expected, to prevent, impede, interfere with,
 delay, postpone or adversely affect the Transactions.

 Registration Rights Agreement

 The Merger Agreement contemplates that, at the Closing, Acquiror and certain stockholders
 of Acquiror and NEH (collectively, the " Holders ") will enter into a registration rights agreement (the " Registration Rights Agreement "), pursuant to which Acquiror will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Acquiror Common Stock and warrants that are held
 by the Holders from time to time.

 The Registration Rights Agreement amends and restates the registration rights agreement
 that was entered into by ROCL and the other parties thereto in connection with ROCL's initial public offering. The Registration Rights Agreement will terminate on the
 earlier of (a) the tenth-year anniversary of the date of the Registration Rights Agreement
 or (b) with respect to any Holder, on the date that such Holder no longer holds any
 Registrable Securities (as defined therein).

 Lock-up Agreement

 The Merger Agreement contemplates that, prior to the Closing, certain shareholders
 of NEH (" Lock-up Holders ") will enter into lock-up agreements (each, a " Lock-up Agreement ") with NEH and Acquiror. Pursuant to the Lock-up Agreements, the Lock-up Holders will agree,
 among other things, that for a period of six (6) months following the Closing, not
 to transfer their shares received as Merger consideration or any securities convertible
 into or exercisable or exchangeable for shares of Acquiror Common Stock owned by such
 Lock-up Holders nor make any demand for or exercise any right with respect to the
 registration of such lock-up securities.

 Termination of Business Combination Marketing Agreement

 Concurrently with the execution of the Merger Agreement, Acquiror and NEH entered into a letter agreement (the " Letter Agreement ") with Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (together the
 " Advisors ") to terminate that certain Business Combination Marketing Agreement, dated as of
 November 30, 2021, by and among Acquiror and the Advisors (the " BCMA ").

 Pursuant to the Letter Agreement, in exchange for the termination of the BCMA, Acquiror
 and NEH mutually agree, jointly and severally, on the date of closing of the Business Combination,
 to issue to the Advisors an aggregate of 575,000 shares of Acquiror Common Stock and
 to include such shares as a "registrable security" in the Registration Rights Agreement.
 Such shares will not be subject to any lock-up agreement or other restrictions on
 transfer. The Letter Agreement will terminate and be of no force or effect if the Merger Agreement
 is terminated in accordance with its terms.

 Extensions of the Combination Period

 On May 17, 2023, we held a special meeting of stockholders (the " May 2023 Meeting "), at which our stockholders approved an amendment (the " May Extension Amendment ") to the Company's amended and restated certificate of incorporation to give the Company the right
 to extend the date by which the Company has to consummate a business combination (the
 " Combination Period ") up to six (6) times, each such extension for an additional one (1) month period,
 from June 3, 2023 to December 4, 2023. In connection with the stockholders' vote at the May 2023 Meeting, 8,989,488 shares of common stock were tendered for redemption.

 On May 3 and 4, 2023, we entered into non-redemption agreements with certain stockholders
 owning, in the aggregate, 2,000,000 shares of the Company's common stock, pursuant to which such stockholders agreed, among other things, not
 to redeem or exercise any right to redeem such public shares in connection with the
 May Extension Amendment. Certain initial stockholders of the Company agreed to pay
 the stockholders that entered into such agreements $0.04 per share for each one-month
 extension in connection with such agreements. On July 20, 2023, we entered into amendments to the non-redemption agreements to provide that
 the Company or certain initial stockholders of the Company, or their affiliates or
 designees, will pay such stockholders that entered into such non-redemption agreements
 $0.04 per share for each one-month extension in connection with such agreements. On
 May 30, 2023, June 29, 2023, July 31, 2023, August 31, 2023, October 2, 2023 and November 6, 2023, we issued payments to the Non-redeeming Stockholders in the aggregate amount
 of $480,000 in relation to the extension of the Combination Period through December 4, 2023. The Company also recorded a liability due to Non-redeeming Stockholders related
 to the remaining one-month extension periods and determined that the fair value of
 the liability as of December 31, 2023 was $0.

 On December 1, 2023, we held a special meeting of stockholders (the " December 2023 Meeting "), at which our stockholders approved an amendment to the Company's amended and restated certificate of incorporation to (A) give the Company the right
 to extend the Combination Period up to twelve (12) times, each such extension for an additional one (1) month period,
 from December 4, 2023 to December 3, 2024 (i.e., for a period of time ending 36 months from the consummation of the IPO)
 and (B) expand the methods that the Company may employ to not become subject to the "penny
 stock" rules of the Securities and Exchange Commission. In connection with the stockholders' vote at the December 2023 Meeting, 927,715 shares of common stock were tendered for redemption.

 Nasdaq Matters

 On October 9, 2023, The Nasdaq Stock Market LLC (" Nasdaq ") notified the Company that it did not comply with Nasdaq's minimum 400 Total Holders requirement set forth in Listing Rule 5450(a)(2) (the " Rule "). Based on Nasdaq's further review and the materials submitted by the Company on November 24, 2023, January 5, 2024, and February 19, 2024, Nasdaq determined to grant the Company an extension of time to regain compliance with the
 Rule. The terms of the extension are as follows: On or before April 8, 2024, the Company must file with Nasdaq documentation from its transfer agent, or
 independent source, that demonstrates that its common stock has a minimum of 400 Total
 Holders. In the event the Company does not satisfy the terms, Nasdaq will provide written notification that its securities will be delisted. At that time,
 the Company may appeal Staff's determination to a Listing Qualifications Panel.

 Results of Operations

 We have neither engaged in any operations nor generated any revenues to date. Our
 only activities through December 31, 2023 were organizational activities, those necessary to prepare for the Initial
 Public Offering described below, and subsequent to the Initial Public Offering, identifying
 a target company for an initial business combination. We do not expect to generate
 any operating revenues until after the completion of our initial business combination,
 at the earliest. We generate non-operating income in the form of interest income on
 marketable securities held in the Trust Account (as defined below). We incur expenses
 as a result of being a public company (for legal, financial reporting, accounting
 and auditing compliance), as well as for due diligence expenses in connection with
 searching for, and completing, an initial business combination.

 For the year ended December 31, 2023, we had a net loss of $87,718, which consisted of interest earned on marketable
 securities held in Trust Account of $2,967,733, offset by of operating costs of $1,764,792,
 change in fair value of due to non-redeeming stockholders of $480,000 and provision
 for income taxes of $810,659.

 For the year ended December 31, 2022, we had a net income of $722,115, which consists of interest earned on marketable
 securities held in Trust Account of $1,684,555, offset by operating costs of $541,229
 and provision for income taxes of $421,211.

 Liquidity and Capital Resources

 On December 3, 2021, we consummated our initial public offering (the " Initial Public Offering ") of 11,500,000 units (the " Units " and, with respect to the shares of common stock included in the Units sold, the
 " Public Shares "), which included the full exercise by the underwriters of their over-allotment option
 in the amount of 1,500,000 Units, at a price of $10.00 per Unit, generating gross
 proceeds of $115,000,000. Simultaneously with the closing of the Initial Public Offering,
 we consummated the sale of 461,500 units (the " Private Units "), at a price of $10.00 per Private Unit, in a private placement to certain of the
 holders of ours shares prior to the Initial Public Offering (the " Initial Stockholders "), generating gross proceeds of $4,615,000.

 Following the Initial Public Offering, including the full exercise of the over-allotment
 option by the underwriters, and the sale of the Private Units, a total of $116,725,000
 was placed in a trust account located in the United States (the " Trust Account "). We incurred $1,625,220 in transaction costs, consisting of $1,150,000 of underwriting
 fees and $475,220 of other offering costs.

 For the year ended December 31, 2023, cash used in operating activities was $1,890,942. Net income of $87,718 was
 affected by interest earned on marketable securities held in the Trust Account of
 $2,967,733, offset by fair value of due to non-redeeming shareholders of $480,000,
 and changes in operating assets and liabilities, which provided $684,509.

 For the year ended December 31, 2022, cash used in operating activities was $243,519. Net income of $722,115 was
 affected by interest earned on marketable securities held in Trust Account of $1,684,555
 and changes in operating assets and liabilities, which provided $718,921.

 On May 31, 2023, in connection with the stockholders' vote at the May Special Meeting, stockholders exercised their right to redeem 8,989,488
 shares of common stock and $93,010,772 was released from the Trust account in connection
 with the share redemption. In connection with the stockholders' vote at the December Special Meeting, stockholders exercised their right to redeem
 927,715 shares of common stock and $9,889,573 was released from the Trust account
 in connection with the share redemption. In connection with the share redemptions, we recorded $1,029,003 of excise tax liability
 calculated as 1% of shares redeemed on May 31, 2023 and December 11, 2023. As of December 31, 2023, we had cash and marketable securities held in the Trust Account of $16,978,160.
 We intend to use substantially all of the funds held in the Trust Account, including
 any amounts representing interest earned on the Trust Account (less income taxes payable),
 to complete our initial business combination. We may withdraw interest to pay taxes.
 Through December 31, 2023, we withdrew $1,511,689 of interest income from the Trust Account. To the
 extent that our capital stock or debt is used, in whole or in part, as consideration
 to complete our initial business combination, the remaining proceeds held in the Trust
 Account will be used as working capital to finance the operations of the target business
 or businesses, make other acquisitions and pursue our growth strategies.

 As of December 31, 2023, we had $200,059 of cash held outside of the Trust Account. We intend to use
 the funds held outside the Trust Account primarily to identify and evaluate target
 businesses, perform business due diligence on prospective target businesses, travel
 to and from the offices, plants or similar locations of prospective target businesses
 or their representatives or owners, review corporate documents and material agreements
 of prospective target businesses, and structure, negotiate and complete an initial
 business combination.

 In order to finance transaction costs in connection with an initial business combination,
 the Initial Stockholders, or certain of our officers and directors or their affiliates
 may, but are not obligated to, loan us funds as may be required (" Working Capital Loans "). If we complete an initial business combination, we would repay the Working Capital
 Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working
 Capital Loans would be repaid only out of funds held outside the Trust Account. In
 the event that an initial business combination does not close, we may use a portion
 of proceeds held outside the Trust Account to repay the Working Capital Loans, but
 no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
 The Working Capital Loans would be repaid upon consummation of an initial business
 combination, without interest. On July 26, 2023, we issued an unsecured promissory note in the aggregate amount of up to $750,000
 (the " Note ") to individuals or entities listed on the Note. The Note is non-interest bearing
 and is payable on the earlier of (i) the date on which the Company consummates an
 initial business combination or (ii) the date the Company liquidates if a Business
 Combination is not consummated. The Note will be repaid only from amounts remaining
 outside of the Company's Trust Account, if any. The proceeds will be used by the Company to pay various expenses
 of the Company, including the extension payments, and for general corporate purposes.
 As of December 31, 2023, there were $416,841 of Working Capital Loans outstanding.

 If our estimate of the costs of identifying a target business, undertaking in-depth
 due diligence and negotiating an initial business combination are less than the actual
 amount necessary to do so, we may have insufficient funds available to operate our
 business prior to our initial business combination. Moreover, we may need to obtain
 additional financing either to complete our initial business combination or because
 we become obligated to redeem a significant number of our Public Shares upon completion
 of our initial business combination, in which case we may issue additional securities
 or incur debt in connection with such initial business combination.

 Going Concern

 We will need to raise additional capital through loans or additional investments from
 the Initial Stockholders and our officers and directors. The Initial Stockholders
 and our officers and directors or their affiliates may, but are not obligated to,
 loan us funds, from time to time or at any time, in whatever amount they deem reasonable
 in their sole discretion, to meet our working capital needs. Accordingly, we may not
 be able to obtain additional financing. If we are unable to raise additional capital,
 we may be required to take additional measures to conserve liquidity, which could
 include, but not necessarily be limited to, curtailing operations, suspending the
 pursuit of a potential transaction, and reducing overhead expenses. We cannot provide
 any assurance that new financing will be available to us on commercially acceptable
 terms, if at all. If an initial business combination is not consummated by December 3, 2024, there will be a mandatory liquidation and subsequent dissolution. These conditions
 raise substantial doubt about our ability to continue as a going concern one year
 from the date that these financial statements are issued. We plan to address this
 uncertainty through working capital loans and through consummation of our initial
 business combination. There is no assurance that working capital loans will be available
 to the Company or that our plans to consummate a business combination will be successful;
 therefore, there is substantial doubt about our ability to continue as a going concern.
 There is no assurance that working capital loans will be available to us or that our
 plans to consummate an initial business combination will be successful.

 Off-Balance Sheet Arrangements

 We have no obligations, assets or liabilities, which would be considered off-balance
 sheet arrangements as of December 31, 2023. We do not participate in transactions that create relationships with unconsolidated
 entities or financial partnerships, often referred to as variable interest entities,
 which would have been established for the purpose of facilitating off-balance sheet
 arrangements. We have not entered into any off-balance sheet financing arrangements,
 established any special purpose entities, guaranteed any debt or commitments of other
 entities, or purchased any non-financial assets.

 Contractual Obligations

 We do not have any long-term debt, capital lease obligations, operating lease obligations
 or long-term liabilities, other than as described below.

 Critical Accounting Policies

 The preparation of financial statements and related
disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date
of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.
We have identified the following critical accounting policies:

 Common Stock Subject to Possible Redemption

 We account for our common stock subject to possible
conversion in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480, "Distinguishing Liabilities
from Equity." Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally
redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times,
common stock is classified as stockholders' equity. Our common stock features certain redemption rights that are considered to be
outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption
is presented at redemption value as temporary equity, outside of the stockholders' equity section of our balance sheets.

 Net Income (Loss) Per Common Share

 We have two types of common stock –
redeemable common stock and non-redeemable common stock. We calculate our earnings per share to allocate net income (loss) pro rata
to redeemable and non-redeemable common stock. This presentation contemplates an initial business combination as the most likely
outcome, in which case, both classes of common stock share pro rata in our income (loss). Net income (loss) per common share is
computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. In order
to determine the net income (loss) attributable to both the redeemable and non-redeemable common stock, we first considered the
total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid.
For the purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the
redeemable common stock subject to redemption and the excise tax calculated on the redemption of shares was considered to be
dividends paid to the holders of the redeemable common stock. Subsequent to calculating the total income (loss) allocable to both
sets of shares, we split the amount to be allocated pro rata between redeemable and non-redeemable common stock for the year ended
December 31, 2023.

 Item 7A.
 Quantitative and Qualitative Disclosures about Market
Risk

 As a smaller reporting
company, we are not required to make disclosures under this Item.

 Item 8.
 Financial Statements and Supplementary Data

 All financial statements and supplementary data required by this Item
are listed in Part IV, Item 15 of this Annual Report on Form 10-K (or are incorporated therein by reference) and are presented beginning
on Page F-1.

 Item 9.
 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

 None.

 Item 9A.
 Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls are procedures that are designed with the objective of ensuring
 that information required to be disclosed in our reports filed under the Exchange
 Act is recorded, processed, summarized, and reported within the time period specified
 in the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring
 that such information is accumulated and communicated to our management, including
 the chief executive officer and chief financial officer, as appropriate to allow timely
 decisions regarding required disclosure.

 As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial
 Officer carried out an evaluation of the effectiveness of the design and operation
 of our disclosure controls and procedures as of December 31, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial
 Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. Accordingly, management
 believes that the financial statements included in this Annual Report present fairly
 in all material respects our financial position, results of operations and cash flows
 for the period presented.

 Management's Report on Internal Controls Over Financial Reporting

 As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining
 adequate internal control over financial reporting. Our internal control over financial
 reporting is designed to provide reasonable assurance regarding the reliability of
 financial reporting and the preparation of our financial statements for external reporting
 purposes in accordance with GAAP. Our internal control over financial reporting includes
 those policies and procedures that:

 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
 reflect the transactions and dispositions of the assets of our company,

 (2) provide reasonable assurance that transactions are recorded as necessary to permit
 preparation of financial statements in accordance with GAAP, and that our receipts
 and expenditures are being made only in accordance with authorizations of our management
 and directors, and

 (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
 acquisition, use or disposition of our assets that could have a material effect on
 the financial statements.

 Because of its inherent limitations, internal control over financial reporting may
 not prevent or detect errors or misstatements in our financial statements. Also, projections
 of any evaluation of effectiveness to future periods are subject to the risk that
 controls may become inadequate because of changes in conditions, or that the degree
 or compliance with the policies or procedures may deteriorate. Management assessed
 the effectiveness of our internal control over financial reporting at December 31, 2023. In making these assessments, management used the criteria set forth by the
 Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
 Control — Integrated Framework (2013). Based on our assessments and those criteria,
 management determined that we maintained effective internal control over financial
 reporting as of December 31, 2023.

 This Annual Report on Form 10-K does not include an attestation report of our independent
 registered public accounting firm due to our status as an emerging growth company
 under the JOBS Act.

 Changes in Internal Control over Financial Reporting

 There were no changes in our internal control over financial reporting during the
 most recent fiscal quarter that have materially affected, or are reasonably likely
 to materially affect, our internal control over financial reporting.

 ITEM 9B.
 OTHER
 INFORMATION

 None.

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable.

 ITEM 10.
 DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Our current directors and executive officers are as follows:

 Name

 Age

 Position

 Byron Roth

 Co-Chief Executive Officer and Co-Chairman of the Board

 John Lipman

 Co-Chief Executive Officer and Co-Chairman of the Board

 Gordon Roth

 Chief Financial Officer

 Rick Hartfiel

 Co-President

 Aaron Gurewitz

 Co-President

 Andrew Costa

 Co-Chief Operating Officer

 Matthew Day

 Co-Chief Operating Officer

 Ryan Hultstrand

 Co-Chief Operating Officer

 Joe Tonnos

 Chief Investment Officer

 Adam Rothstein

 Sam Chawla

 Pamela Ellison

 Byron Roth has served as our Co-Chief Executive Officer since our inception in November 2020, Chairman of the Board since our inception in November 2020 until November 2021, when he became Co-Chairman of the Board alongside Mr. Lipman. Mr. Roth has been the Chairman and Chief Executive Officer of Roth since 1998. Under his
 management the firm has helped raise over $75 billion for small-cap companies, as
 well as advising on many merger and acquisition transactions. Mr. Roth is a co-founder and General Partner of three private investment firms: Rx3, LLC,
 an influencer fund focused on consumer brands, Rivi Capital, concentrated in the mining
 sector, and Aceras Life Sciences, LLC, an in-house incubator focused on funding the
 development of novel medical innovations. He also co-founded two long only asset management
 firms: Cortina Asset Management, recently acquired by Silvercrest Asset Management
 (NASDAQ: SAMG), and EAM Investors. Mr. Roth was the Chief Executive Officer and Chairman of the Board of Roth CH Acquisition
 I Co. (NASDAQ: ROCH) from February 2019 until March 2021, when Roth CH Acquisition I Co. closed its business combination with PureCycle
 Technologies LLC. He was the Chief Executive Officer and Chairman of the Board of
 Roth CH Acquisition II Co. (NASDAQ: ROCC) from February 2019 until July 2021, when Roth CH Acquisition II Co. closed its business combination with Reservoir
 Holdings, Inc. Mr. Roth was the Co-Chief Executive Officer and Chairman of the Board of Roth CH Acquisition
 III Co. (NASDAQ: ROCR) from February 2019 until February 2022, when Roth CH Acquisition III Co. closed its business combination with QualTek
 HoldCo, LLC. He is also the Co-Chief Executive Officer and Chairman of the Board of
 Roth CH Acquisition IV Co. (NASDAQ: ROCG), a special purpose acquisition company.
 Mr. Roth is a member of the Advisory Council, Executive Committee, and serves as the Chairman
 on the Nominating Committee for the Cornell SC Johnson College of Business. He is
 a founding member of the University of San Diego Executive Cabinet for the Athletic
 Department, and former member of the Board of Trustees where he served on the Investment
 Committee for the university's endowment and athletic department for nine years. Mr. Roth also sits on the Executive Board of SMU's Cox School of Business. Mr. Roth serves as Chair of the Pacific Region Board of Trustees and a National Trustee
 for the Boys and Girls Club of America, and served as the Co-Chair for the 2019 Boys
 and Girls Club Pacific Youth of the Year Competition. He is also the 2021 annual honoree
 for the Elephant Cooperation, a non-profit devoted to raising awareness of the African
 elephant crisis and supporting educational causes in Africa. Mr. Roth also sits on the Board of Directors for the Lott IMPACT Foundation, whose Lott
 IMPACT Trophy is presented annually to the college football defensive IMPACT player
 of the year for their contribution on and off the field. He was also the honoree at
 the Challenged Athletes Foundation (CAF) 2015 Celebration of Heroes, Heart and Hope
 Gala and the 2018 Athletes First Classic Golden Heart Award benefitting the Orangewood
 Foundation. Mr. Roth earned his BBA from the University of San Diego in 1985 and his MBA from the
 Cornell SC Johnson College of Business in 1987. Mr. Byron Roth is the brother of Gordon Roth, the Company's Chief Financial Officer.

 John Lipman has served as our Co-Chief Executive Officer since our inception in November 2020 and as Co-Chairman of the Board since November 2021. Mr. Lipman is a Partner and Managing Director of Investment Banking at Craig-Hallum. Mr. Lipman joined Craig-Hallum in 2012 and has more than 17 years of investment banking
 experience advising growth companies in the healthcare, industrial, and technology
 sectors. Mr. Lipman has completed over 200 equity, convertible, and debt offerings and advisory
 assignments for growth companies - including over 150 since joining Craig-Hallum.
 Prior to joining Craig-Hallum, Mr. Lipman was a Managing Director at Rodman & Renshaw LLC from 2011 to 2012, a Managing
 Director at Hudson Securities, Inc. from 2010 to 2011, and Carter Securities LLC,
 a firm he founded that specialized in raising equity, equity-linked, and debt capital
 for growth companies, from 2005 to 2009. Mr. Lipman has over 20 years investing experience in small capitalization companies, and
 started his career in venture capital and investor relations. Mr. Lipman is the Co-Chief Executive Officer and a member of the board of Roth CH Acquisition
 IV Co. (NASDAQ: ROCG). Mr. Lipman was the Chief Operating Officer and a member of the board of directors of Roth
 CH Acquisition I Co. (NASDAQ: ROCH) from December 2019 until its merger with PureCycle Technologies, Inc. (NASDAQ: PCT) in March 2021 and Roth CH Acquisition II Co. (NASDAQ: ROCC) from August 2020 until its merger with Reservoir Media, Inc. (NASDAQ: RSVR) in July 2021 and the Co-Chief Executive Officer from February 2021 and a director from August 2020 of Roth CH Acquisition III Co. (NASDAQ: ROCR) until its merger with QualTek Services,
 Inc. (NASDAQ: QTEK) in February 2022. Mr. Lipman earned his B.A. in Economics in 1999 from Rollins College in Winter Park, FL.

 Gordon Roth has served as our Chief Financial Officer since our inception in November 2020. Mr. Roth has been the Chief Financial Officer and Chief Operating Officer of Roth since
 2000. From 1990 to 2000, Mr. Roth was the Co-Chairman and Founder of Roth and Company, P.C., a thirty-five person
 public accounting firm in Des Moines, Iowa. Prior to that Mr. Roth spent thirteen years with Deloitte & Touche, most recently serving as a Tax Partner
 and the Partner-in-Charge of the Des Moines office Tax Department. Mr. Roth is a CPA and a member of the American Institute of CPA's. Mr. Roth is the Chief Financial Officer of Roth CH Acquisition IV Co. (NASDAQ: ROCG).
 Mr. Roth was the Chief Financial Officer of Roth CH Acquisition I Co. (NASDAQ: ROCH) from
 December 2019 until March 2021, Roth CH Acquisition II Co. (NASDAQ: ROCC) from February 2019 until July 2021 and Roth CH Acquisition III Co. (NASDAQ: ROCR) from February 2019 until February 2022. Mr. Roth used to serve on the Board of Trustees of JSerra Catholic High School, and was
 the Chair of the Budget & Finance Committee. Mr. Roth has served on several other non-profit boards in the past including Boys & Girls
 Club, Special Olympics, Camp Fire and St Anne School. Mr. Roth was also a founding partner of the Iowa Barnstormers of the Arena Football League.
 Mr. Roth earned his B.A. from William Penn University in 1976, where he also served as
 a member of their Board of Trustees and was inducted into their Athletic Hall of Fame.
 Mr. Roth also earned a Master of Science in Accounting from Drake University in 1977.
 Mr. Gordon Roth is the brother of Mr. Byron Roth.

 Rick Hartfiel has served as our Co-President since August 2020. Mr. Hartfiel is a Managing Partner and has been the Head of Investment Banking at Craig-Hallum
 since 2005. Mr. Hartfiel brings over 30 years of investment banking experience focused on emerging
 growth companies. Since joining Craig-Hallum in 2005, Mr. Hartfiel has managed over 300 equity offerings (IPOs, follow-on offerings, registered
 direct offerings and PIPEs) and M&A transactions. Prior to joining Craig-Hallum, Mr. Hartfiel was an investment banker at Dain Rauscher Wessels and Credit Suisse First
 Boston. Mr. Hartfiel is the Co-President of Roth CH Acquisition IV Co. (NASDAQ: ROCG). Mr. Hartfiel was the President from December 2019 to February 2020 and the Co-President from February 2020 until March 2021 of Roth CH Acquisition I Co. (NASDAQ: ROCH), the Co-President from August 2020 until July 2021 of Roth CH Acquisition II Co. (NASDAQ: ROCC) and the Co-President from August 2020 until February 2022 of Roth CH Acquisition III Co. (NASDAQ: ROCR). Mr. Hartfiel has a B.A. from Amherst College, and an MBA from Harvard Business School.

 Aaron Gurewitz has served as our Co-President since August 2020. Mr. Gurewitz has been a Managing Director and the Head of Roth's Equity Capital Markets Department since January 2001. Mr. Gurewitz brings over 25 years of investment banking experience focused on growth companies.
 Since joining Roth in 1999, Mr. Gurewitz has managed over 1,000 public offerings including, but not limited to, IPOs
 and follow-on offerings. Prior to joining Roth in 1999, Mr. Gurewitz was a Senior Vice President in the Investment Banking Group at Friedman Billings
 Ramsey from May 1998 to August 1999. From 1995 to April 1998, Mr. Gurewitz was a Vice President in the Corporate Finance Department at Roth, and from
 1999 to 2001, Mr. Gurewitz served as a Managing Director in Roth's Investment Banking Department. Mr. Gurewitz is the Co-President of Roth CH Acquisition IV Co. (NASDAQ: ROCG). Mr. Gurewitz was the Co-President of Roth CH Acquisition I Co. (NASDAQ: ROCH) from February 2020 until March 2021, Roth CH Acquisition II Co. (NASDAQ: ROCC) from August 2020 until July 2021 and Roth CH Acquisition III Co. (NASDAQ: ROCR) from August 2020 until February 2022. Mr. Gurewitz graduated cum laude from San Diego State University with a B.S. in Finance.

 Andrew Costa has served as our Co-Chief Operating Officer since July 2021. Mr. Costa is a Partner at RX3 Growth Partners, responsible for managing all aspects of
 the fund's investment process, including sourcing, diligence, investment committee and portfolio
 management. Prior to RX3, Mr. Costa was the Chief Investment Officer at Roth Capital Partners, LLC where he oversaw
 Roth's holding company investment activity, including many early stage venture investments.
 Prior to joining Roth, Mr. Costa was a Vice President in the Investment Banking Division at Morgan Stanley where
 he led numerous landmark M&A and equity transactions in the retail, marketplace and
 eCommerce sectors. Prior to Morgan Stanley, Mr. Costa was an Investment Banker at J.P. Morgan, and prior to that, served as a Captain
 in the U.S. Air Force. Mr. Costa is the Co-Chief Operating Officer of Roth CH Acquisition IV Co. (NASDAQ: ROCG).
 Mr. Costa is a Board member of Kroma Wellness PBC and a serial SPAC sponsor under the
 RothCH franchise. Mr. Costa graduated from the U.S. Air Force Academy with a B.S. in Systems Engineering
 Management and earned an MBA from USC's Marshall School of Business.

 Matthew Day has served as our Co-Chief Operating Officer since July 2021. Mr. Day is a Managing Director in the Investment Banking department at Roth Capital Partners,
 LLC with a focus on Business Services and Technology. Prior to joining Roth in 2019,
 Mr. Day spent 12 years as a senior equity analyst at Sagard Capital Partners, an investment
 firm that built and managed large minority positions in U.S. and Canadian publicly
 traded companies. At Sagard, Mr. Day focused primarily on businesses in the business services, industrial and consumer
 sectors. Prior to this role, he was a senior equity analyst and private equity associate
 at Xylem Investments from 2002 to 2006, where he served on boards of three private
 forestry companies in New Zealand, Chile and Venezuela. From 2000 to 2002, Mr. Day was an investment banking associate at Lehman Brothers in the global technology
 group. He also worked as an associate and analyst at Barclays Capital from 1995 to
 1999, where he focused on the telecom, media and transportation industries. Mr. Day is the Co-Chief Operating Officer of Roth CH Acquisition IV Co. (NASDAQ: ROCG).
 Mr. Day has a B.S. in Finance from Boston College and an MBA from the University of California
 Berkeley Haas School of Business.

 Ryan Hultstrand has served as our Co-Chief Operating Officer since he was appointed by the Board
 of Directors of the Company in February 2022. Mr. Hulstrand is a Managing Director in the Investment Banking department at Craig-Hallum
 Capital Group LLC. Mr. Hultstrand was previously a Vice President of Craig-Hallum Capital Group LLC from
 January 2018 until January 2022. Mr. Hultstrand has over 10 years of experience in investment banking and consulting in
 the healthcare, consumer, industrial and technology sectors, with a focus on SPACs.
 Mr. Hultstrand has a B.A. from Carleton College.

 Joseph Tonnos has served as Chief Investment Officer since November 2023 and has been a Managing Director at Roth Capital Partners since April of 2023.
 Mr. Tonnos has over 13 years of experience investing in and advising acquisition candidates,
 completing due diligence, financial modeling and deal structuring. Mr. Tonnos also serves as Chief Investment Officer of Roth CH Acquisition Co. From 2021
 to 2023, Mr. Tonnos served as a Principal and Associate Portfolio Manager at Meteora Capital, an
 investment adviser specializing in SPAC-related, structured and illiquid investments
 and was the Chief Financial Officer of GSR II Meteora Acquisition Corp., a SPAC sponsored
 by Meteora which completed a business combination with Bitcoin Depot, Inc. During
 2021, Mr. Tonnos also served as an Associate Portfolio Manager at Glazer Capital. From 2017
 until 2021, Mr. Tonnos worked at Mistral Equity Partners, a consumer & retail focused investment group
 as a Principal. From 2017 until 2022, Mr. Tonnos served as the Senior Vice President of Haymaker I, II, and III, three special
 purpose acquisition companies affiliated with Mistral Equity Partners. Haymaker I,
 II and III all successfully completed business combinations with OneSpaWorld Ltd.,
 ARKO Holdings Ltd. and Biote Corp. respectively. His experience spans evaluating,
 executing, structuring and monitoring public, private and venture capital investments.
 He has advised companies and shareholders on capital raising, mergers, acquisitions,
 divestitures, leveraged buyouts and capital structure alternatives. Mr. Tonnos is also the Co-Founder of Ketch Ventures, an early-stage consumer investment
 syndicate. In the last five years he served or continues to serve on the several boards,
 including Worldwise, Inc., a privately held pet products company, Los Sundays Tequila,
 a lifestyle beverage company, and Aether Diamonds, a carbon-negative diamond producer,
 among others. Mr. Tonnos has also been a board observer of The Lovesac Company, Inc. (NASDAQ: LOVE)
 from 2017 until 2021 and serves on the Board of Advisors at Niagara University. Prior
 to Mistral, Mr. Tonnos served as an investment banker at Bank of America Merrill Lynch and Lazard
 and as a foreign exchange trader at CIBC Capital Markets. Mr. Tonnos received his B.S. and M.B.A. from Niagara University, graduating magna cum
 laude.

 Adam Rothstein became a member of our Board of Directors on November 30, 2021. Mr. Rothstein is a Co-Founder and General Partner of Disruptive Technology Partners, an
 Israeli technology-focused early-stage investment fund, and Disruptive Growth, a collection
 of late-stage investment vehicles focused on Israeli technology, which he co-founded
 in 2013 and 2014, respectively. Since 2014, Mr. Rothstein has also been the Managing Member of 1007 Mountain Drive Partners, LLC,
 which is a consulting and investment vehicle. Mr. Rothstein was the Executive Chairman of 890 5th Avenue Partners, Inc. (NASDAQ: ENFA),
 a special purpose acquisition company, from September 2020 until December 2021 when 890 5th Avenue Partners, Inc. completed its business combination with BuzzFeed,
 Inc. (NASDAQ: BZFD). Mr. Rothstein joined the Board of BuzzFeed, Inc. upon closure. Mr. Rothstein was a director of Roth CH Acquisition I Co. (NASDAQ: ROCH) from February 2020 until March 2021. Roth CH Acquisition I Co. was a special purpose acquisition company that merged
 with PureCycle Technologies LLC and is now publicly listed on NASDAQ as PureCycle
 Technologies, Inc. (NASDAQ: PCT). Mr. Rothstein was a director of Roth CH Acquisition II Co. (NASDAQ: ROCC) from December 2020 until July 2021. Roth CH Acquisition II Co. was a special purpose acquisition company that merged
 with Reservoir Holdings, Inc. and is now publicly listed on NASDAQ as Reservoir Media,
 Inc. (NASDAQ: RMI). In July 2021, Mr. Rothstein was named a director of Reservoir Media, Inc. Mr. Rothstein was also a director of Roth CH Acquisition III Co. (NASDAQ: ROCR) from March 2021 until February 2022. Roth CH Acquisition III Co. was a special purpose acquisition company that completed
 a business combination with QualTek HoldCo, LLC and is now publicly listed on NASDAQ
 as QualTek Services Inc. (NASDAQ: QTEK). Mr. Rothstein has also served as a director of Roth CH Acquisition IV Co. (NASDAQ: ROCG),
 a special purpose acquisition company, since November 2021. Previously, from July 2019 until January 2021, Mr. Rothstein was a director of Subversive Capital Acquisition Corp. (NEO: SVC.A.U) (OTCQX:
 SBVCF), a special purpose acquisition company that partnered with Shawn "JAY-Z" Carter
 and Roc Nation in January 2021 to acquire CMG Partners Inc. and Left Coast Ventures, Inc., and which now trades
 as TPCO Holding Corp. (NEO: GRAM.U) (OTCQX: GRAMF). Mr. Rothstein has over 25 years of investment experience, and currently sits on the boards
 of directors of several early- and mid-stage technology and media companies both in
 the US and in Israel and is on the Advisory Board for the Leeds School of Business
 at the University of Colorado, Boulder. Mr. Rothstein graduated summa cum laude with a Bachelor of Science in Economics from the
 Wharton School of Business at the University of Pennsylvania and has a Master of Philosophy
 (MPhil) in Finance from the University of Cambridge.

 Sam Chawla became a member of our Board of Directors on November 30, 2021. Mr. Chawla has served as a member of the board of directors of Roth CH Acquisition IV
 Co. (NASDAQ: ROCG) since August 2021. Mr. Chawla was a director of Roth CH Acquisition III Co. (NASDAQ: ROCR) from April 2021 until February 2022. Roth CH Acquisition III Co. was a special purpose acquisition company that completed
 a business combination with QualTek HoldCo, LLC and is now publicly listed on NASDAQ
 as QualTek Services Inc. (NASDAQ: QTEK). In February 2022, Mr. Chawla was named a director of QualTek Services Inc. Mr. Chawla has been a Portfolio Manager of Perceptive Advisors LLC, an investment fund
 focused on the healthcare sector, since 2013. Prior to joining Perceptive Advisors
 in 2013, Mr. Chawla was a Managing Director at UBS in the Global Healthcare Group. Mr. Chawla's investment banking experience centered on strategic advisory work for both public
 and private healthcare companies. Prior to joining UBS in September 2010, Mr. Chawla was a Director (from January 2009 to September 2010) and a Vice President (from July 2007 to January 2009) in the Healthcare Investment Banking Group of Credit Suisse, which Mr. Chawla originally joined as an investment banker in 2002. Mr. Chawla also worked at Bloomberg L.P. and Pelican Life Sciences. Mr. Chawla received an M.B.A. from Georgetown University and a B.A. in Economics from
 Johns Hopkins University.

 Pamela Ellison became a member of our Board of Directors on November 30, 2021. Ms. Ellison has held multiple strategy, operational and sales positions during
 her career in finance, technology and philanthropy. Most recently, from September 2010 until October 2020, Ms. Ellison was a Managing Director at Robin Hood Foundation (" Robin Hood ") where she focused on nurturing and developing major donors and their gifts, and
 where she spearheaded and managed large special projects and initiatives. Prior to
 Robin Hood, Pamela had a diversified career in financial services. She ran investor
 relations and business development at Jerusalem Venture Partners. Previously, she
 was a Managing Director at Geller & Company (in their family office division) and
 Foundation Source after working in investment banking at Wit Soundview and at Bear
 Stearns & Co., Inc. Ms. Ellison received a B.A. from Northwestern University and an
 M.B.A. from Columbia University.

 Number and Terms of Office of Officers and Directors

 Our board of directors consists of five directors. In accordance with Nasdaq corporate
 governance requirements, we are not required to hold an annual meeting until one year
 after our first fiscal year end following our listing on Nasdaq. The term of office
 of each of directors will expire at our first annual meeting of stockholders.

 Our officers are appointed by the board of directors and serve at the discretion of
 the board of directors, rather than for specific terms of office. Our board of directors
 is authorized to appoint persons to the offices set forth in our bylaws as it deems
 appropriate. Our bylaws provide that the board of directors at its first meeting after
 each annual meeting of stockholders shall choose a Chief Executive Officer, a Secretary
 and a Treasurer, none of whom need be a member of the board. The board of directors
 may also choose a Chairman from among the directors, one or more Executive Vice Presidents,
 one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. The board
 of directors may appoint such other officers and agents as it shall deem necessary,
 who shall hold their offices for such terms and shall exercise such powers and perform
 such duties as shall be determined from time to time by the board of directors. More
 than two offices may be held by the same person.

 Director Independence

 Nasdaq requires that a majority of our Board must be composed of "independent directors,"
 which is defined generally as a person other than an officer or employee of the company
 or its subsidiaries or any other individual having a relationship, which, in the opinion
 of the company's board of directors would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director.

 Adam Rothstein, Sam Chawla, and Pamela Ellison are our independent directors. Our
 independent directors will have regularly scheduled meetings at which only independent
 directors are present. Any affiliated transactions will be on terms that our Board
 believes are no less favorable to us than could be obtained from independent parties.

 Committees of the Board of Directors

 The Board has three standing committees: an audit committee, a corporate governance
 and nominating committee, and a compensation committee. Subject to phase-in rules
 and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised
 solely of independent directors, and Nasdaq rules require that the compensation committee
 of a listed company be comprised solely of independent directors. Each committee has
 a charter, in the form previously filed with the SEC as exhibits to the Company's Registration Statement on Form S-1, as amended, adopted in connection with the consummation
 of the IPO.

 Audit Committee

 We have established an audit committee of the Board of Directors, which consists of
 Adam Rothstein, Sam Chawla, and Pamela Ellison, each of whom is an independent director
 under Nasdaq's listing standards. Sam Chawla is the chairperson of the audit committee. The audit
 committee's duties, which are specified in our Audit Committee Charter, include, but are not
 limited to:

 reviewing and discussing with management and the independent
auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included
in our Form 10-K;

 discussing with management and the independent auditor significant
financial reporting issues and judgments made in connection with the preparation of our financial statements;

 monitoring the independence of the independent auditor;

 reviewing and approving all related-party transactions;

 pre-approving all audit services and permitted non-audit
services to be performed by our independent auditor, including the fees and terms of the services to be performed;

 appointing or replacing the independent auditor;

 determining the compensation and oversight of the work of
the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting)
for the purpose of preparing or issuing an audit report or related work;

 establishing procedures for the receipt, retention and treatment
of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our
financial statements or accounting policies; and

 approving reimbursement of expenses incurred by our management
team in identifying potential target businesses.

 Financial Experts on Audit Committee

 Pursuant to Nasdaq rules, the audit committee will at all times be composed exclusively
 of independent directors who are able to read and understand fundamental financial
 statements, including a company's balance sheet, income statement and cash flow statement.

 In addition, we must certify to Nasdaq that the committee has, and will continue to
 have, at least one member who has past employment experience in finance or accounting,
 requisite professional certification in accounting, or other comparable experience
 or background that results in the individual's financial sophistication. The Board of Directors has determined that Sam Chawla
 qualifies as an "audit committee financial expert," as defined under the rules and
 regulations of Nasdaq and the SEC.

 Corporate Governance and Nominating Committee

 We have established a corporate governance and nominating committee of the Board of
 Directors, which consists of Adam Rothstein, Sam Chawla, and Pamela Ellison, each
 of whom is an independent director under Nasdaq's listing standards. Pamela Ellison is the chairperson of the corporate governance
 and nominating committee. The corporate governance and nominating committee is responsible
 for overseeing the selection of persons to be nominated to serve on our Board of Directors.
 The corporate governance and nominating committee considers persons identified by
 its members, management, stockholders, investment bankers and others.

 Guidelines for Selecting Director Nominees

 The guidelines for selecting nominees, which are specified in the Corporate Governance
 and Nominating Committee Charter, generally provide that persons to be nominated:

 should have demonstrated notable or significant achievements
in business, education or public service;

 should possess the requisite intelligence, education and
experience to make a significant contribution to the Board of Directors and bring a range of skills, diverse perspectives and backgrounds
to its deliberations; and

 should have the highest ethical standards, a strong sense
of professionalism and intense dedication to serving the interests of the stockholders.

 The corporate governance and nominating committee will consider a number of qualifications
 relating to management and leadership experience, background and integrity and professionalism
 in evaluating a person's candidacy for membership on the Board of Directors. The corporate governance and
 nominating committee may require certain skills or attributes, such as financial or
 accounting experience, to meet specific board needs that arise from time to time and
 will also consider the overall experience and makeup of its members to obtain a broad
 and diverse mix of board members. The corporate governance and nominating committee
 does not distinguish among nominees recommended by stockholders and other persons.

 Compensation Committee

 We have established a compensation committee of the Board of Directors, which consists
 of Adam Rothstein, Sam Chawla, and Pamela Ellison, each of whom is an independent
 director under Nasdaq's listing standards. Adam Rothstein is the chairperson of the compensation committee.
 The compensation committee's duties, which are specified in our Compensation Committee Charter, include, but
 are not limited to:

 reviewing and approving on an annual basis the corporate
goals and objectives relevant to our Chief Executive Officer's compensation, evaluating our Chief Executive Officer's performance
in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer's
based on such evaluation;

 reviewing and approving the compensation of all of our other
executive officers;

 reviewing our executive compensation policies and plans;

 implementing and administering our incentive compensation
equity-based remuneration plans;

 assisting management in complying with our proxy statement
and annual report disclosure requirements;

 approving all special perquisites, special cash payments
and other special compensation and benefit arrangements for our executive officers and employees;

 if required, producing a report on executive compensation
to be included in our annual proxy statement; and

 reviewing, evaluating and recommending changes, if appropriate,
to the remuneration for directors.

 Notwithstanding the foregoing, as indicated above, no compensation of any kind, including
 finders, consulting or other similar fees, will be paid to any of our existing stockholders,
 including our directors, or any of their respective affiliates, prior to, or for any
 services they render in order to effectuate, the consummation of a business combination.
 Accordingly, it is likely that prior to the consummation of an initial business combination,
 the compensation committee will only be responsible for the review and recommendation
 of any compensation arrangements to be entered into in connection with such initial
 business combination.

 Code of Ethics

 We have adopted a code of conduct and ethics that applies to all of our executive
 officers, directors and employees. The code of ethics codifies the business and ethical
 principles that govern all aspects of our business.

 Section 16
 (a) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires
 our executive officers, directors and persons who beneficially own more than 10% of
 a registered class of our equity securities to file with the SEC initial reports of
 ownership and reports of changes in ownership of our shares of common stock and other
 equity securities. These executive officers, directors, and greater than 10% beneficial
 owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

 Based solely on our review of such forms furnished to us and written representations
 from certain reporting persons, we believe that all filing requirements applicable
 to our executive officers, directors and greater than 10% beneficial owners were filed
 in a timely manner.

 ITEM 11.
 EXECUTIVE
COMPENSATION

 Employment Agreements

 We have not entered into any employment agreements with our executive officers and
 have not made any agreements to provide benefits upon termination of employment.

 Executive Officers and Director Compensation

 No executive officer has received any cash compensation for services rendered to us.
 No compensation of any kind, including finders, consulting or other similar fees,
 will be paid to any of our existing stockholders, including our directors, or any
 of their respective affiliates, prior to, or for any services they render in order
 to effectuate, the consummation of a business combination. However, such individuals
 will be reimbursed for any out-of-pocket expenses incurred in connection with activities
 on our behalf such as identifying potential target businesses and performing due diligence
 on suitable business combinations. There is no limit on the amount of these out-of-pocket
 expenses and there will be no review of the reasonableness of the expenses by anyone
 other than our board of directors and audit committee, which includes persons who
 may seek reimbursement, or a court of competent jurisdiction if such reimbursement
 is challenged.

 Compensation Committee Interlocks and Insider Participation

 None of our officers currently serves, or in the past year has served, as a member
 of the compensation committee of any entity that has one or more officers serving
 on our board of directors.

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
 MATTERS

 The following table sets forth, as of April 1,
 2024, certain information regarding beneficial ownership of the Company's common stock by each person who is known by the
 Company to beneficially own more than 5% of the Company's common stock. The table also identifies the stock ownership of each
 of the Company's directors and officers, and all directors and officers as a group. Except as otherwise indicated, the
 stockholders listed in the table have sole voting and investment powers with respect to the shares indicated.

 Shares of common stock which an individual or group has a right to acquire within
 60 days pursuant to the exercise or conversion of options, warrants or other similar
 convertible or derivative securities are deemed to be outstanding for the purpose
 of computing the percentage ownership of such individual or group, but are not deemed
 to be outstanding for the purpose of computing the percentage ownership of any other
 person shown in the table.

 Name
 and Address of Beneficial Owner (1)

 Amount and

 Nature of

 Beneficial

 Ownership (2)

 Approximate

Percentage of

Outstanding
 Common Stock

 Byron Roth (3)

 1,244,910

 25.3
 %

 John Lipman

 802,232

 16.3
 %

 Gordon Roth (3)

 862,566

 17.5
 %

 Rick Hartfiel

 -

 -

 Aaron Gurewitz (4)

 128,570

 2.6
 %

 Andrew Costa

 17,791

 *

 Matthew Day

 35,582

 *

 Ryan Hultstrand

 -

 -

 Joe Tonnos

 -

 -

 Adam Rothstein

 42,523

 *

 Sam Chawla

 42,523

 *

 Pamela Ellison

 42,523

 *

 All
 officers and directors as a group (10 individuals) (3)

 3,257,839

 66.2
 %

 Holders of More than 5%:

 CR Financial Holdings, Inc. (5)

 763,615

 15.5
 %

 CHLM Sponsor-5 LLC (6)

 802,234

 16.3
 %

 Fir Tree Capital Management LP (7)

 150,000

 3.0
 %

 Polar Asset Management Partners Inc.

 486,435

 9.9

 Mizuho Financial Group, Inc. (9)

 409,457

 8.3

 *
 Less than 1%.

 (1)
 Unless otherwise indicated, the business address of each of
the stockholders is c/o Roth CH Acquisition V Co., 888 San Clemente Drive, Newport Beach, CA 92660.

 (2)
 Excludes shares issuable pursuant to warrants issued in connection
with the IPO, as such warrants are not exercisable until 30 days after the consummation of the Company's initial business combination.

 (3)
 Includes shares owned by CR Financial Holdings, Inc., over which
Byron Roth and Gordon Roth have voting and dispositive power.

 (4)
 Consists of shares owned by the AMG Trust Established January 23,
2007, for which Aaron Gurewitz is trustee.

 (5)
 Byron Roth and Gordon Roth have voting and dispositive power
over the shares owned by CR Financial Holdings, Inc.

 (6)
 Steve Dyer, Chief Executive Officer and Managing Partner of
Craig-Hallum Capital Group LLC, has voting and dispositive shares owned by CHLM Sponsor-5 LLC.

 (7)
 The information reported is based on a Schedule 13G filed
on February 14, 2024. According to the Schedule 13G, as of December 31, 2023, Fir Tree Capital Management LP (" Fir
Tree ") had sole voting and dispositive power with respect to 150,000 shares of our common stock. The address for Fir Tree
is 500 5th Avenue, 9th Floor, New York, New York 10110.

 (8)
 The information reported is based on a Schedule 13G filed
on February 12, 2024. According to the Schedule 13G, as of December 31, 2023, Polar Asset Management Partners Inc. (" Polar ")
had sole voting and dispositive power with respect to 486,435 shares of our common stock. The address for Polar is 16 York Street, Suite
2900, Toronto, ON, Canada M5J 0E6.

 (9)
 The information reported is based on a Schedule 13G filed
on February 13, 2024. According to the Schedule 13G, as of December 31, 2023, Mizuho Financial Group, Inc. (" Mizuho ")
had sole voting and dispositive power with respect to 409,457 shares of our common stock. The address for Mizuho is 1–5–5,
Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan.

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Founder Shares

 In December 2020, CR Financial Holdings, Inc., an entity affiliated with Roth Capital Partners,
 LLC, CHLM Sponsor-5 LLC, an entity affiliated with Craig-Hallum Capital Group LLC,
 and certain of our directors, officers and affiliates of our management team purchased
 an aggregate of 4,312,500 shares of common stock from us for an aggregate purchase
 price of $25,000. In September 2021, certain of our initial stockholders sold an aggregate of 1,547,802 shares back
 to us for an aggregate purchase price of $959.14. Of those shares, 1,437,500 shares
 were cancelled and the remaining 110,302 shares were purchased by certain of our officers
 and directors from us for an aggregate purchase price of $959.14, resulting in there
 being 2,875,000 shares outstanding. On November 22, 2021, CR Financial Holdings, Inc. sold an aggregate of 56,932 shares to our independent
 directors for an aggregate purchase price of $495.05.

 All of the insider shares issued and outstanding prior to our initial public offering
 have been placed in escrow with Continental Stock Transfer & Trust Company, as escrow
 agent, until (1) with respect to 50% of the insider shares, the earlier of six months
 after the date of the consummation of our initial business combination and the date
 on which the closing price of our common stock equals or exceeds $12.50 per share
 (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations)
 for any 20 trading days within any 30-trading day period commencing after our initial
 business combination and (2) with respect to the remaining 50% of the insider shares,
 six months after the date of the consummation of our initial business combination,
 or earlier, in either case, if, subsequent to our initial business combination, we
 consummate a liquidation, merger, share exchange or other similar transaction which
 results in all of our stockholders having the right to exchange their shares for cash,
 securities or other property.

 Related Party Loans

 On August 9, 2021, we issued an unsecured promissory note to CR Financial Holdings, Inc., an
 entity affiliated with Roth Capital Partners, LLC, pursuant to which the Company could
 borrow up to an aggregate principal amount of $200,000. The promissory note was repaid
 at the closing of the IPO on December 3, 2021. At the closing of the IPO, certain of the Company's stockholders prior to the IPO purchased from the Company an aggregate of 461,500
 Private Units at $10.00 per Private Unit (for a total purchase price of $4,615,000).

 Working Capital Loans

 If needed to finance transaction costs in
 connection with searching for a target business or consummating an intended initial business combination, our initial stockholders,
 officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. In the event that the
 initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay
 such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Such loans would be evidenced by
 promissory notes. The notes would be paid upon consummation of our initial business combination, without interest. If we do not
 complete a business combination, the loans will only be repaid with funds not held in the trust account, to the extent available. As
 of December 31, 2023, the Company had $416,841 outstanding under a promissory note.

 Related Party Policy

 Our Code of Ethics requires us to avoid, wherever possible, all related party transactions
 that could result in actual or potential conflicts of interests, except under guidelines
 approved by the Board of Directors (or the audit committee). Related-party transactions
 are defined as transactions in which (1) the aggregate amount involved will or may
 be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries
 is a participant, and (3) any (a) executive officer, director or nominee for election
 as a director, (b) greater than 5% beneficial owner of our common stock, or (c) immediate
 family member, of the persons referred to in clauses (a) and (b), has or will have
 a direct or indirect material interest (other than solely as a result of being a director
 or a less than 10% beneficial owner of another entity). A conflict of interest situation
 can arise when a person takes actions or has interests that may make it difficult
 to perform his or her work objectively and effectively. Conflicts of interest may
 also arise if a person, or a member of his or her family, receives personal benefits
 as a result of his or her position.

 Our audit committee, pursuant to its written charter, is responsible for reviewing
 and approving related-party transactions to the extent we enter into such transactions.
 All ongoing and future transactions between us and any of our officers and directors
 or their respective affiliates will be on terms believed by us to be no less favorable
 to us than are available from unaffiliated third parties. Such transactions will require
 prior approval by our audit committee and a majority of our disinterested independent
 directors, or the members of our Board who do not have an interest in the transaction,
 in either case who had access, at our expense, to our attorneys or independent legal
 counsel. We will not enter into any such transaction unless our audit committee and
 a majority of our disinterested independent directors determine that the terms of
 such transaction are no less favorable to us than those that would be available to
 us with respect to such a transaction from unaffiliated third parties. Additionally,
 we require each of our directors and executive officers to complete a directors' and officers' questionnaire that elicits information about related party transactions.

 These procedures are intended to determine whether any such related party transaction
 impairs the independence of a director or presents a conflict of interest on the part
 of a director, employee or officer.

 To further minimize conflicts of interest, we have agreed not to consummate our initial
 business combination with an entity that is affiliated with any of our officers, directors
 or initial stockholders, unless we have obtained (i) an opinion from an independent
 investment banking firm, or other firm that commonly provides valuation opinions,
 that the business combination is fair to our stockholders from a financial point of
 view and (ii) the approval of a majority of our disinterested and independent directors
 (if we have any at that time). Furthermore, in no event will any of our initial stockholders,
 officers, directors or their respective affiliates be paid any finder's fee, consulting fee or other similar compensation prior to, or for any services
 they render in order to effectuate, the consummation of our initial business combination.

 Director Independence

 Nasdaq listing standards require that a majority of our board of directors be independent.
 For a description of the director independence, see " Part III, Item 10 - Directors, Executive Officers and Corporate Governance."

 Item 14.
 Principal
 Accountant Fees and Services.

 The firm of Grant Thornton LLP ("Grant Thornton"),acts as our independent registered
 public accounting firm. The following is a summary of fees paid to Grant Thornton for services rendered.

 Audit Fees. Audit fees consist of fees billed for professional services rendered
 for the audit of our year-end financial statements and services that are normally
 provided by Grant Thornton in connection with regulatory filings. The aggregate fees
 billed by Grant Thornton for professional services rendered for the audit of our annual
 financial statements, review of the financial information included in our Forms 10-Q
 for the respective periods and other required filings with the SEC for the year ended
 December 31, 2023 and 2022 totaled $167,790 and $94,532, respectively. The above amounts include
 interim procedures and audit fees, as well as attendance at audit committee meetings.

 Audit-Related Fees. For the year ended December 31, 2023 and 2022, our independent registered public accounting firm did not render
 assurance and related services related to the performance of the audit or review of
 financial statements.

 Tax Fees. For the year ended December 31, 2023 and 2022, our independent registered public accounting firm did not render
 services to us for tax compliance, tax advice and tax planning.

 All Other Fees. For the year ended December 31, 2023 and 2022, there were no fees billed for products and services provided by
 our independent registered public accounting firm other than those set forth above.

 Pre-Approval Policy

 Our audit committee was formed upon the consummation of our Initial Public Offering.
 As a result, the audit committee did not pre-approve all of the foregoing services,
 although any services rendered prior to the formation of our audit committee were
 approved by our board of directors. Since the formation of our audit committee, and
 on a going-forward basis, the audit committee has and will pre-approve all auditing
 services and permitted non-audit services to be performed for us by our auditors,
 including the fees and terms thereof (subject to the de minimis exceptions for non-audit
 services described in the Exchange Act which are approved by the audit committee prior
 to the completion of the audit).

 ITEM 15.
 EXHIBIT
 AND FINANCIAL STATEMENT SCHEDULES

 (a)

 The following documents are filed as part of this Form 10-K:

 (1)

 Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' (Deficit) Equity

 Statements of Cash Flows

 Notes to Financial Statements

 F-7 to F-25

 (2)

 Financial Statement Schedules:

 None.

 (3)

 Exhibits

 We hereby file as part of this Report the exhibits listed in the attached Exhibit
 Index. Exhibits which are incorporated herein by reference can be inspected and copied
 at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room
 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the
 Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at
 prescribed rates or on the SEC website at www.sec.gov.

 (b)
 Exhibits

 The following exhibits are filed with this report. Exhibits which are incorporated
 herein by reference can be obtained from the SEC's website at

 Exhibit No.

 Description

 1.1

 Underwriting Agreement, dated November 30, 2021, by and among the Registrant, Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2021)

 2.1

 Business Combination Agreement and Plan of Reorganization, dated as of January 3, 2024, by and among Roth CH Acquisition V Co., Roth CH V Merger Sub Corp. and New Era Helium Corp (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Registrant on January 5, 2024)

 3.1

 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2021)

 3.2

 Amendment to the Amended and Restated Certificate of Incorporation of Roth CH Acquisition V Co. dated December 1, 2023 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by the Registrant on December 4, 2023)

 3.3

 Amendment to the Amended and Restated Certificate of Incorporation of Roth CH Acquisition V Co. dated May 17, 2023(incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by the Registrant on May 17, 2023)

 3.4

 By-laws (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 9, 2021)

 4.1

 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on November 24, 2021)

 4.2

 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 9, 2021)

 4.3

 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 9, 2021)

 4.4

 Warrant Agreement, dated November 30, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2021)

 4.5*

 Description of Securities

 10.1

 Letter Agreements, dated November 30, 2021, by and between the Registrant and each of the Registrant's officers, directors and initial stockholders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2021)

 10.2

 Investment Management Trust Agreement, dated November 30, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2021)

 10.3

 Stock Escrow Agreement, dated November 30, 2021, by and among the Registrant, Continental Stock Transfer & Trust Company and the initial stockholders of the Registrant (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2021)

 10.4

 Registration Rights Agreement, dated November 30, 2021, by and between the Registrant and the initial stockholders of the Registrant (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2021)

 10.5

 Subscription Agreement, dated November 30, 2021, by and among the Registrant and the initial stockholders of the Registrant party thereto (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2021)

 10.6

 Indemnity Agreements, dated November 30, 2021, by and between the Registrant and each of the Registrant's directors and officers (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2021)

 10.7

 Insider Support Agreement, dated as of January 3, 2024, by and among Roth CH Acquisition V Co., New Era Helium Corp. and certain stockholders of Roth CH Acquisition V Co. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Registrant on January 5, 2024)

 10.8

 Company Support Agreement, dated as of January 3, 2024, by and among Roth CH Acquisition V Co., New Era Helium Corp. and certain shareholders of New Era Helium Corp. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Registrant on January 5, 2024)

 10.9

 Form of Amended and Restated Registration Rights Agreement(incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by the Registrant on January 5, 2024)

 10.10

 Form of Lock-up Agreement(incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by the Registrant on January 5, 2024)

 10.11

 Letter Agreement, dated January 2, 2024, by and among Roth CH Acquisition V Co., New Era Helium Corp., Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC. (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed by the Registrant on January 5, 2024)

 10.12

 Form of Amendment to Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Registrant on July 28, 2023)

 10.13

 Promissory Note dated July 26, 2023 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Registrant on July 28, 2023)

 14.1

 Form of Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 9, 2021)

 21.1*

 List of Subsidiaries

 31.1*

 Certification pursuant to Rules 13a-14(a) and 15d-14(a) under the
 Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities
 Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.3*

 Certification pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities
 Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1**

 Certification of pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1*

 Clawback Policy

 99.1

 Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 9, 2021)

 99.2

 Form of Corporate Governance and Nominating Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 9, 2021)

 99.3

 Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 9, 2021)

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *
 Filed herewith.

 **

 Furnished herewith. This certification is being furnished solely to accompany this
 report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference
 into any filings of the Company, whether made before or after the date hereof, regardless
 of any general incorporation language in such filing.

 ITEM 16.
 FORM 10-K
SUMMARY

 Not applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
 this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 ROTH CH ACQUISITION V CO.

 Dated: April 1, 2024
 /s/ Byron Roth

 Byron Roth

 Co-Chief Executive Officer

 By:

 /s/ John Lipman

 John Lipman

 Co-Chief Executive Officer

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has
 been signed below by the following persons on behalf of the registrant and in the
 capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Byron Roth

 Co-Chief Executive Officer and Co-Chairman of the Board

 Byron Roth

 (Co-Principal Executive Officer)

 /s/ John Lipman

 Co-Chief Executive Officer and Co-Chairman of the Board

 John Lipman

 (Co-Principal Executive Officer)

 /s/ Gordon Roth

 Chief Financial Officer

 Gordon Roth

 (Principal Financial Officer)

 /s/ Adam Rothstein

 Adam Rothstein

 /s/ Sam Chawla

 Sam Chawla

 /s/ Pamela Ellison

 Pamela Ellison

 ROTH CH ACQUISITION V CO.

 Financial Statements:

 Report of Independent Registered Public Accounting Firm (Firm ID No:248)

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' (Deficit) Equity

 Statements of Cash Flows

 Notes to Financial Statements

 F-7 to F-25

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Stockholders and the Board of Directors
of

 Roth Ch Acquisition V Co.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
 of Roth Ch Acquisition V Co. (the "Company") as of December 31, 2023 and 2022 and the related statements of
 operations, changes in stockholders' (deficit) equity and cash flows for the years then ended, and the related notes
 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in
 all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its
 operations and its cash flows for the years then ended, in conformity with accounting principles
 generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's business plan is
dependent on the completion of a financing transaction, and the Company lacks the financial resources it needs to sustain operations for
a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These conditions,
along with other matters as set forth in Note 1, raise substantial doubt about the Company's ability to continue as a going concern. Management's
plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered
 with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
 required to be independent with respect to the Company in accordance with the U.S.
 federal securities laws and the applicable rules and regulations of the Securities
 and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards
 require that we plan and perform the audits to obtain reasonable assurance about whether
 the financial statements are free of material misstatement, whether due to error or
 fraud. The Company is not required to have, nor were we engaged to perform, an audit
 of its internal control over financial reporting. As part of our audits, we are required
 to obtain an understanding of internal control over financial reporting but not for
 the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement
 of the financial statements, whether due to error or fraud, and performing procedures
 that respond to those risks. Such procedures included examining, on a test basis,
 evidence regarding the amounts and disclosures in the financial statements. Our audits
 also included evaluating the accounting principles used and significant estimates
 made by management, as well as evaluating the overall presentation of the financial
 statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ Grant Thornton LLP

 We have served as the Company's auditor since 2021.

 Minneapolis, Minnesota

 F- 2

 ROTH

 BALANCE
 SHEETS

 2023

 2022

 ASSETS

 Current
 assets

 Cash

 $
 200,059

 $
 687,471

 Prepaid

 62,174

 150,250

 Cash
 and marketable securities held in Trust Account

 16,978,160

 118,377,460

 Total
 Current Assets

 17,240,393

 119,215,181

 Total
 Assets

 $
 17,240,393

 $
 119,215,181

 LIABILITIES
 AND STOCKHOLDERS' (DEFICIT) EQUITY

 Current
 liabilities

 Accrued

 $
 1,099,863

 $
 224,719

 Promissory
 note – related party

 416,841

 -

 taxes payable

 1,029,003

 -

 taxes payable

 142,500

 421,211

 Total
 Current Liabilities

 2,688,207

 645,930

 Commitments
 and Contingencies

 stock subject to possible redemption, $ 0.0001 par value; 1,582,797 and 11,500,000 shares at $ 10.71 per share and $ 10.24 per share
 redemption value as of December 31, 2023 and 2022, respectively

 16,949,887

 117,809,374

 Stockholders'
 (Deficit) Equity

 stock, $ 0.0001 par value; 50,000,000 shares authorized; 3,336,500 shares issued and outstanding (excluding 1,582,797 and 11,500,000
 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively

 Additional
 paid-in capital

 -

 205,072

 Accumulated
 (deficit) earnings

 ( 2,398,035
)

 554,471

 Total
 Stockholders' (Deficit) Equity

 ( 2,397,701
)

 759,877

 TOTAL
 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

 $
 17,240,393

 $
 119,215,181

 The
 accompanying notes are an integral part of the financial statements.

 F- 3

 ROTH

 STATEMENTS
 OF OPERATIONS

 For
 the

 2023

 2022

 General
 and administrative expenses

 $
 1,764,792

 $
 541,229

 Loss
 from operations

 ( 1,764,792
)

 ( 541,229
)

 Other
 income (expense)

 Interest
 earned on marketable securities held in Trust Account

 2,967,733

 1,684,555

 Change
 in fair value of due to non-redeeming stockholders

 ( 480,000
)

 -

 Total
 other income, net

 2,487,733

 1,684,555

 before provision for income taxes

 722,941

 1,143,326

 Provision
 for income taxes

 ( 810,659
)

 ( 421,211
)

 Net
 (loss) income

 $
)

 $

 Basic
 and diluted weighted average shares outstanding, common stock subject to possible redemption

 6,178,617

 11,500,000

 Basic
 and diluted net income per common share, common stock subject to possible redemption

 $
 0.17

 $
 0.07

 Basic
 and diluted weighted average shares outstanding, non-redeemable common stock

 Basic
 and diluted net loss per share, non-redeemable common stock

 $
 ( 0.33
)

 $
 ( 0.02
)

 The
 accompanying notes are an integral part of the financial statements.

 F- 4

 ROTH

 STATEMENTS
 OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY

 Stock

 Additional
 Paid-in

 Accumulated

 Total
 Stockholders'

 (Deficit)

 Shares

 Amount

 Capital

 Deficit

 Equity

 Balance
 – December 31, 2021

 $

 $
 1,289,446

 $
 ( 167,644
)

 $
 1,122,136

 of common stock to redemption amount

 -

 -

 ( 1,084,374
)

 -

 ( 1,084,374
)

 Net
 income

 -

 -

 -

 Balance
 – December 31, 2022

 205,072

 554,471

 759,877

 of carrying value to redemption value

 -

 -

 ( 205,072
)

 ( 1,835,785
)

 ( 2,040,857
)

 taxes on stock redemption

 -

 -

 -

 ( 1,029,003
)

 ( 1,029,003
)

 Net
 loss

 -

 -

 -

)

)

 Balance
 – December 31, 2023

 $

 $
 -

 $
 ( 2,398,035
)

 $
 ( 2,397,701
)

 The
 accompanying notes are an integral part of the financial statements.

 F- 5

 ROTH

 STATEMENTS
 OF CASH FLOWS

 For
 the

 2023

 2022

 Cash
 Flows from Operating Activities:

 Net
 (loss) income

 $
)

 $

 Adjustment
 to reconcile net (loss) income to net cash used in operating activities:

 Interest
 earned on marketable securities held in Trust Account

 ( 2,967,733
)

 ( 1,684,555
)

 Change
 in fair value of due to non-redeeming stockholders

 480,000

 Changes
 in operating assets and liabilities:

 Prepaid

 88,076

 187,677

 Accrued

 875,144

 110,033

 taxes payable

 ( 278,711
)

 421,211

 Net
 cash used in operating activities

 ( 1,890,942
)

 ( 243,519
)

 Cash
 Flows from Investing Activities:

 Investment
 of cash into Trust Account

 ( 45,000
)

 -

 Cash
 withdrawn from Trust Account to pay franchise and income taxes

 1,511,689

 32,095

 Cash
 withdrawn from Trust Account in connection with redemption

 102,900,344

 -

 Net
 cash provided by investing activities

 104,367,033

 32,095

 Cash
 Flows from Financing Activities:

 Proceeds
 from promissory note - related party

 466,700

 -

 Repayment
 of promissory note - related party

 ( 49,859
)

 -

 Payments
 to non-redeeming stockholders

 ( 480,000
)

 -

 Redemption
 of common stock

 ( 102,900,344
)

 -

 Net
 cash used in financing activities

 ( 102,963,503
)

 -

 Net
 Change in Cash

 ( 487,412
)

 ( 211,424
)

 Cash
 – Beginning of period

 687,471

 898,895

 Cash
 – End of period

 $
 200,059

 $
 687,471

 Non-cash
 financing activities:

 Change
 in value of Class A common stock subject to possible redemption

 $
 2,040,857

 $
 1,084,374

 taxes on stock redemption

 $
 1,029,003

 $
 -

 Supplemental
 information

 taxes paid

 $
 1,089,370

 $
 -

 The
 accompanying notes are an integral part of the financial statements.

 F- 6

 ROTH

 NOTES

2023

 NOTE
 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 Roth
 CH Acquisition V Co. (the "Company") was incorporated in Delaware on November 5, 2020. The Company is a blank check
 company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,
 reorganization or other similar business combination with 1 one or more businesses or entities (the "Business
 Combination").

 As
 of December 31, 2023, the Company had not commenced any operations. All activity through December 31, 2023 related to
 the Company's formation and the initial public offering ("Initial Public Offering"), which is described below,
 and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate
 any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating
 income in the form of interest income on marketable securities held in the Trust Account (as defined below).

 The
 registration statement for the Company's Initial Public Offering was declared effective on November 30, 2021. On December 3,
 2021, the Company consummated the Initial Public Offering of 11,500,000 units (the "Units" and, with respect to the
 shares of common stock included in the Units sold, the "Public Shares"), which included the full exercise by the underwriters
 of their over-allotment option in the amount of 1,500,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 115,000,000,
 which is described in Note 3.

 Simultaneously
 with the closing of the Initial Public Offering, the Company consummated the sale of 461,500 units (the "Private Units")
 at a price of $ 10.00 per Private Unit in a private placement to certain of the Company's initial stockholders, generating
 gross proceeds of $ 4,615,000, which is described in Note 4.

 Transaction
 costs amounted to $ 1,625,220, consisting of $ 1,150,000 of underwriting fees, and $ 475,220 of other offering costs.

 Following
 the closing of the Initial Public Offering on December 3, 2021, an amount of $ 116,725,000 ($ 10.15 per Unit) from the net proceeds
 of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the "Trust
 Account"), located in the United States and held in cash items or invested in U.S. government securities, within the meaning
 set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"),
 with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected
 by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the
 earlier of: (i) the completion of a Business Combination and (ii) the distribution of the proceeds from the Trust Account, as described
 below.

 The
 Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
 Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally
 toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination
 successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80 % of the assets
 held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter
 into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns
 or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the
 target sufficient for it not to be required to register as an investment company under the Investment Company Act.

 The
 Company will provide its holders of the outstanding Public Shares (the "public stockholders") with the opportunity
 to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a
 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the
 Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely
 in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount
 then in the Trust Account (initially $ 10.15 per Public Share, plus any pro rata interest earned on the funds held in the Trust
 Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion
 of a Business Combination with respect to the Company's warrants.

 F- 7

 ROTH
 NOTES
2023

 The
 Company initially would not proceed with a Business Combination if the Company had net tangible assets of at least $ 5,000,001 either
 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority
 of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company
 does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated
 Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation"), conduct the redemptions pursuant
 to the tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with
 the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business
 Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder
 approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant
 to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business
 Combination, the holders of the Company's shares prior to the Initial Public Offering (the "Initial Stockholders")
 have agreed (a) to vote their Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and any Public Shares
 purchased during or after the Initial Public Offering in favor of approving a Business Combination and (b) not to redeem any shares
 in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in
 connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective
 of how or whether they vote on the proposed transaction or do not vote at all. On December 1, 2023, the Company's stockholders
 approved an amendment to the Amended and Restated Certificate of Incorporation which expanded the methods that the Company may
 employ to not become subject to the "penny stock" rules of the SEC.

 The
 Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and
 Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the
 Amended and Restated Certificate of Incorporation that would affect a public stockholders' ability to convert or sell their
 shares to the Company in connection with a Business Combination or affect the substance or timing of the Company's obligation
 to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public
 stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

 The
 Company will have until December 3, 2024 (unless the Company extends the period of time it has to complete an initial business
 combination) to complete a Business Combination (the "Combination Period"). If the Company is unable to complete a
 Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding
 up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share
 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds
 held in the Trust Account and not previously released to the Company to pay taxes and liquidation expenses, divided by the number
 of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders
 (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as
 reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's
 board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide
 for claims of creditors and the requirements of other applicable law.

 On
 May 17, 2023, the Company held a special meeting of stockholders (the "May Special Meeting"), at which the Company's
 stockholders approved an amendment (the "Extension Amendment") to the Amended and Restated Certificate of Incorporation
 to give the Company the right to extend the date by which the Company has to consummate a business combination up to six ( 6) times,
 each such extension for an additional one ( 1) month period, from June 3, 2023 to December 4, 2023. In connection with
 the May Special Meeting stockholders exercised their right to redeem 8,989,488 shares of common stock for an aggregate price of
 approximately $ 10.36 per share, for an aggregate redemption amount of $ 93,010,772. After the satisfaction of such redemptions,
 the balance in the Company's Trust account on June 2, 2023, was $ 27,077,077 (including interest not previously released
 to the Company).

 F- 8

 ROTH
 NOTES
2023

 On
 May 3 and 4, 2023, the Company entered into non-redemption agreements with certain stockholders owning, in the aggregate,
 2,000,000 shares of the Company's common stock (the "Non-redeeming Stockholders"), pursuant to which such stockholders
 agreed, among other things, not to redeem or exercise any right to redeem such public shares in connection with the Extension Amendment.
 In consideration of such agreements, certain of our Initial Stockholders agreed to pay the Non-redeeming Stockholders that entered
 into such agreements $ 0.04 per share for each one-month extension. On July 20, 2023, the Company entered into amendments to
 the non-redemption agreements to provide that the Company or certain Initial Stockholders, or their affiliates or designees, will
 pay such stockholders that entered into the non-redemption agreements $0.04 per share for each one-month extension in connection
 with such agreements. On May 30, 2023, June 29, 2023, July 31, 2023, August 31, 2023, October 2, 2023
 and November 6, 2023, the Company issued payments to the Non-redeeming Stockholders in the aggregate amount of $ 480,000 in
 relation to the extension of the Combination Period through December 4, 2023. The Company recognized $ 480,000 and no expense
 for the fair value of due to non-redeeming shareholders in the accompanying statement of operations for the year ended December 31,
 2023 and 2022, respectively.

 On
 October 9, 2023, the Company received a letter from The Nasdaq Stock Market LLC ("Nasdaq"), which stated that
 the Company no longer complies with Nasdaq's continued listing rules on The Nasdaq Global Market due to the Company not having
 maintained a minimum of 400 total holders for continued listing, as required pursuant to Nasdaq Listing Rule 5450(a)(2). In
 accordance with the Nasdaq listing rules, the Company has 45 calendar days to submit a plan to regain compliance and, if Nasdaq
 accepts the plan, Nasdaq can grant the Company an extension of up to 180 calendar days from the date of the letter to evidence
 compliance. The Company submitted a compliance plan within the specified period.

 On
 December 1, 2023, the Company held a special meeting of stockholders (the "December Special Meeting"), at which
 the Company's stockholders approved an amendment to its amended and restated certificate of incorporation (the "Charter
 Amendment"), to, among other things, (i) give the Company the right to extend the date by which the Company has to consummate
 a business combination up to twelve (12) times, each such extension for an additional one (1) month period (each, an "Extension"),
 from December 4, 2023 to December 3, 2024 (i.e., for a period of time ending 36 months from the consummation of the IPO)
 provided that an extension amount of the lesser of $ 45,000 or $ 0.03 per public share for each one-month extension (the "Extension
 Payment") is deposited into the Trust Account in connection with each Extension and (ii) expand the methods that the Company
 may employ to not become subject to the "penny stock" rules of the Securities and Exchange Commission. On December 11,
 2023, the Company paid an extension deposit of $ 45,000 to the Trust account in connection with the Extension from December 4,
 2023 to January 4, 2024.

 In
 connection with the stockholders' vote at the December Special Meeting, stockholders exercised their right to redeem 927,715
 shares of common stock for an aggregate redemption price of approximately $ 10.66 per share, or for an aggregate redemption amount
 of approximately $ 9,889,573. After the satisfaction of such redemptions, the balance in the Company's Trust account on December 8,
 2023, was $ 16,872,840 (including interest not previously released to the Company).

 The
 Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the
 Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public
 Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust
 Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution,
 it is possible that the per share value of the assets remaining available for distribution will be less than the per share value
 deposited into the Trust Account ($ 10.15).

 F- 9

 ROTH
 NOTES
2023

 In
 order to protect the amounts held in the Trust Account, the Initial Stockholders have agreed to be liable to the Company if and
 to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with
 which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below
 $ 10.15 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company
 waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except
 as to any claims under the Company's indemnity of the underwriters of Initial Public Offering against certain liabilities,
 including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event that
 an executed waiver is deemed to be unenforceable against a third party, the Initial Stockholders will not be responsible to the
 extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Initial Stockholders
 will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except
 the Company's independent registered public accounting firm), prospective target businesses or other entities with which
 the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to
 monies held in the Trust Account.

 Liquidity
 and Going Concern

 As
 of December 31, 2023, the Company had $ 200,059 in its operating bank account and a working capital deficit of $ 2,425,974.

 Until
 the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for performing due
 diligence on prospective target businesses, paying for travel expenditures, and structuring, negotiating, and consummating the
 Business Combination.

 On
 July 26, 2023, the Company issued an unsecured promissory note in the aggregate amount of up to $ 750,000 (the "Note")
 to individuals or entities listed on the Note. The Note is non-interest bearing and is payable on the earlier of (i) the date on
 which the Company consummates an initial business combination or (ii) the date the Company liquidates if a Business Combination
 is not consummated. The Note will be repaid only from amounts remaining outside of the Company's Trust Account, if any. The
 proceeds will be used by the Company to pay various expenses of the Company, including the extension payments, and for general
 corporate purposes. At December 31, 2023, there was $ 416,841 outstanding under the Note.

 The
 Company will need to raise additional capital through loans or additional investments from the Initial Stockholders or its officers,
 directors or their affiliates. The Initial Stockholders and the Company's officers and directors or their affiliates may,
 but are not obligated to, loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion,
 to meet the Company's working capital needs. Accordingly, the Company may not be able to obtain additional financing. If
 the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which
 could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and
 reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially
 acceptable terms, if at all. If an initial business combination is not consummated by December 3, 2024, there will be a mandatory
 liquidation and subsequent dissolution. These conditions raise substantial doubt about the Company's ability to continue
 as a going concern one year from the date that these financial statements are issued. The Company plans to address this uncertainty
 through working capital loans and through consummation of our initial business combination. There is no assurance that working
 capital loans will be available to the Company or that our plans to consummate a business combination will be successful; therefore,
 there is substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments
 relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company
 be unable to continue as a going concern.

 F- 10

 ROTH
 NOTES
2023

 Risks
 and Uncertainties

 The
 Company continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that COVID-19
 could have a negative effect on the Company's search for a target company for a Business Combination, the specific impact
 is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments
 that might result from the outcome of this uncertainty.

 Inflation
 Reduction Act of 2022

 On
 August 16, 2022, the Inflation Reduction Act of 2022 (the "IR Act") was signed into federal law. The IR Act provides
 for, among other things, a new U.S. federal 1 % excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations
 and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The
 excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount
 of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for
 purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock
 issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply
 to the excise tax. The U.S. Department of the Treasury (the "Treasury") has been given authority to provide regulations
 and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

 Any
 redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote
 or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection
 with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value
 of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a
 Business Combination, (iii) the nature and amount of any "PIPE" or other equity issuances in connection with a Business
 Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business
 Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would
 be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been
 determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company's
 ability to complete a Business Combination.

 In
 connection with the stockholders' vote at the May Special Meeting, public stockholders exercised their right to redeem 8,989,488
 shares of common stock for a total of $ 93,010,772. In connection with the stockholders' vote at the December Special Meeting,
 927,715 shares of common stock were tendered for redemption as of December 1, 2023. Excise tax should be recognized in the
 period incurred, that is when the repurchase occurs. Any reduction in the tax liability due to a subsequent stock issuance, or
 an event giving rise to an exception, which occurs within a tax year should be recorded in the period of such stock issuance or
 event giving rise to an exception. As of December 31, 2023, the Company recorded $ 1,029,003 of excise tax liability calculated
 as 1 % of shares redeemed on May 31, 2023 and December 1, 2023.

 F- 11

 ROTH
 NOTES
2023

 NOTE
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
 of Presentation

 The
 accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles
 generally accepted in the United States of America ("GAAP") and pursuant to the accounting and disclosure rules and
 regulations of the SEC.

 Use
 of Estimates

 The
 preparation of financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions
 that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
 financial statements and the reported amounts of revenues and expenses during the reporting period.

 Making
 estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
 of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
 in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
 results could differ significantly from those estimates.

 Cash
 and Cash Equivalents

 The
 Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
 The Company did no t have any cash equivalents as of December 31, 2023 and 2022.

 Marketable
 Securities Held in Trust Account

 At
 December 31, 2023 and 2022, all of the assets held in the Trust Account were held in money market funds which are invested
 primarily in U. S. Treasury securities.

 F- 12

 ROTH
 NOTES
2023

 Stock Subject to Possible Redemption

 The
 Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification
 ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption
 is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common
 stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence
 of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, common
 stock is classified as stockholders' equity. The Company's common stock features certain redemption rights that are
 considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, at December 31,
 2023 and 2022, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the
 stockholders' equity section of the Company's balance sheets.

 The
 Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock
 to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering,
 the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable
 common stock resulted in a charge against additional paid-in capital to the extent possible, and when additional paid-in capital
 is reduced to 0 zero, to retained earnings.

 At
 December 31, 2023 and 2022, the common stock subject to possible redemption reflected in the balance sheets is reconciled
 in the following table:

 Schedule of reconciliation of common stock subject to possible redemption reflected in the balance sheets

 Gross
 proceeds

 $
 115,000,000

 Less:

 stock issuance costs

 ( 1,625,220
)

 Plus:

 of carrying value to redemption value

 3,350,220

 stock subject to possible redemption, December 31, 2021

 116,725,000

 Plus:

 of carrying value to redemption value

 1,084,374

 stock subject to possible redemption, December 31, 2022

 117,809,374

 Less:

 Shares
 Redeemed

 ( 102,900,344
)

 Plus:

 of carrying value to redemption value

 2,040,857

 stock subject to possible redemption, December 31, 2023

 $
 16,949,887

 F- 13

 ROTH
 NOTES
2023

 Taxes

 The
 Company accounts for income taxes under ASC 740, "Income Taxes." ASC 740, Income Taxes, requires the recognition of
 deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis
 of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC
 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred
 tax assets will not be realized. As of December 31, 2023 and 2022, the Company's deferred tax asset had a full valuation
 allowance recorded against it. The effective tax rate was 112.13 % and 36.84 % for the year ended December 31, 2023 and 2022,
 respectively. The effective tax rate differs from the statutory tax rate of 21 % for the year ended December 31, 2023 and 2022,
 due to state taxes, net of federal tax benefit and the valuation allowance on the deferred tax assets.

 ASC
 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and
 prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position
 taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest
 and penalties, accounting in interim period, disclosure and transition.

 The
 Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
 tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently
 not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

 The
 Company has identified the United States as its only "major" tax jurisdiction. The Company is subject to income taxation
 by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the
 nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company's management
 does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 Net
 (Loss) Income per Common Share

 The
 Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." The Company
 has two types of common stock – redeemable common stock and non-redeemable common stock. The Company calculates its earnings
 per share to allocate net (loss) income pro rata to redeemable and non-redeemable common stock. This presentation contemplates
 a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the (loss) income
 of the Company. In order to determine the net (loss) income attributable to both the redeemable and non-redeemable common stock,
 the Company first considered the total (loss) income allocable to both sets of shares. This is calculated using the total net (loss)
 income less any dividends paid. For the purposes of calculating net (loss) income per share, any remeasurement of the accretion
 to redemption value of the redeemable common stock subject to redemption and the excise tax calculated on the redemption of shares
 are considered to be dividends paid to the holders of the redeemable common stock.

 The
 calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the
 (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence
 of future events. The warrants are exercisable to purchase 5,980,750 shares of common stock in the aggregate. As a result, diluted
 net (loss) income per common share is the same as basic net (loss) income per common share for the periods presented.

 F- 14

 ROTH
 NOTES
2023

 The
 following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share
 amounts):

 Schedule of calculation of basic and diluted net income (loss) per common share

 For
 the

 2023

 For
 the

 2022

 Net
 income (loss)

 $
)

 $

 of redeemable common stock to redemption amount

 ( 2,040,857
)

 ( 1,084,374
)

 taxes on stock redemption

 ( 1,029,003
)

 -

 Net
 loss including accretion of temporary equity to redemption value

 $
 ( 3,157,578
)

 $
 ( 362,259
)

 For
 the

2023

 For
 the

2022

 Redeemable
 common
 stock

 Non-

 redeemable

 common
 stock

 Redeemable

 common
 stock

 Non-

 redeemable

 common
 stock

 Basic
 and diluted net income (loss) per common share

 Numerator:

 Allocation
 of net loss, including accretion of temporary equity to redemption value

 $
 ( 2,050,365
)

 $
 ( 1,107,213
)

 $
 ( 280,793
)

 $
 ( 81,466
)

 of common stock to redemption value

 2,040,857

 -

 -

 -

 taxes on stock redemption

 1,029,003

 -

 1,084,374

 -

 Net
 income (loss)

 $
 1,019,495

 $
 ( 1,107,213
)

 $
 803,581

 $
 ( 81,466
)

 Denominator:

 Basic
 and diluted weighted average shares outstanding

 6,178,617

 11,500,000

 Basic
 and diluted net income (loss) per common share

 $
 0.17

 $
 ( 0.33
)

 $
 0.07

 $
 ( 0.02
)

 Concentration
 of Credit Risk

 Financial
 instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
 which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced
 losses on this account and management believes the Company is not exposed to significant risks on such account.

 Fair
 Value of Financial Instruments

 The
 fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC 820, "Fair Value
 Measurement," approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term
 nature.

 F- 15

 ROTH
 NOTES
2023

 Warrant
 Classification

 The
 Company accounts for warrants as either equity-classified instruments or liability-classified instruments based on an assessment
 of the warrant's specific terms and applicable authoritative guidance in Financial Accounting Standards Board ("FASB")
 Accounting Standards Codification("ASC") 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC
 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the warrants are freestanding financial
 instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the
 requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own common
 stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted
 at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

 For
 issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as
 a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria
 for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each
 balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on
 the statements of operations. The Company's has analyzed the Public Warrants and Private Warrants and determined they are
 considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified
 as liabilities under ASC 480 or ASC 815.

 NOTE
 3. INITIAL PUBLIC OFFERING

 On
 December 3, 2021, pursuant to the Initial Public Offering, the Company sold 11,500,000
 Units, which included a full exercise by the underwriters of their over-allotment option in the amount of 1,500,000
 Units, at a price of $ 10.00
 per Unit. Each Unit consists of one 1 share of common stock and one-half of one redeemable warrant ("Public Warrant").
 Each whole Public Warrant entitles the holder thereof to purchase 1 one share of common stock at an exercise price of $ 11.50
 per full share, subject to adjustment (see Note 7).

 NOTE
 4. PRIVATE PLACEMENT

 Simultaneously
 with the closing of the Initial Public Offering, certain of the Initial Stockholders purchased from the Company an aggregate of 461,500
 Private Units at a price of $ 10.00
 per Private Unit, for an aggregate purchase price of $ 4,615,000,
 in a private placement. Each Private Unit consists of 1 one share of common stock ("Private Share") and one-half of one
 redeemable warrant ("Private Warrant"). Each whole Private Warrant entitles the holder thereof to purchase 1 one share
 of common stock at a price of $ 11.50
 per full share, subject to adjustment (see Note 7). The proceeds from the Private Units were added to the proceeds from the Initial
 Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period,
 the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the
 requirements of applicable law).

 F- 16

 ROTH
 NOTES
2023

 NOTE
 5. RELATED PARTY TRANSACTIONS

 Founder
 Shares

 In
 December 2020, certain of the Initial Stockholders purchased an aggregate of 4,312,500 shares of common stock from the Company
 for an aggregate purchase price of $ 25,000. In September 2021, certain of the Initial Stockholders sold an aggregate of 1,547,802
 shares back to the Company for an aggregate purchase price of $ 959.14. Of those shares, 1,437,500 shares were cancelled, and the
 remaining 110,302 shares were purchased by certain of the Initial Stockholders from the Company for an aggregate purchase price
 of $ 959.14, resulting in an aggregate of 2,875,000 shares of common stock being held by the Initial Stockholders (the "Founder
 Shares"). On November 22, 2021, CR Financial Holdings, Inc. sold an aggregate of 56,932 shares to the Company's
 independent directors for an aggregate purchase price of $ 495.05.

 The
 sale of the Founder Shares to certain of the Company's Initial Stockholders and independent directors, as described above,
 is within the scope of FASB ASC Topic 718, "Compensation-Stock Compensation" ("ASC 718"). Under ASC 718,
 stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value
 of the 167,234 shares sold to the Company's Initial Stockholders and independent directors was approximately $ 788,900, or
 $ 4.72 per share. The Founder Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business
 Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable
 of occurrence. Stock-based compensation will be recognized at the date a Business Combination is considered probable in an amount
 equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount
 initially received for the purchase of the Founder Shares. As of December 31, 2023, the Company determined that a Business
 Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

 The
 Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares
 until (1) with respect to 50 %
 of the Founder Shares, the earlier of 6 six months after the completion of a Business Combination and the date on which the closing
 price of the common stock equals or exceeds $ 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations,
 recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing after a Business Combination and
 (2) with respect to the remaining 50 % of the Founder Shares, six months after the completion of a Business Combination, or earlier,
 in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other
 similar transaction which results in all of the Company's stockholders having the right to exchange their shares of common
 stock for cash, securities or other property.

 Working
 Capital Loans

 In
 addition, in order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or certain
 of the Company's officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may
 be required ("Working Capital Loans"). If the Company completes a Business Combination, the Company would repay the
 Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would
 be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company
 may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust
 Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if
 any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid
 upon consummation of a Business Combination, without interest. On July 26, 2023, the Company issued an unsecured promissory
 note in the aggregate amount of up to $ 750,000 (the "Note") to individuals or entities listed on the Note. The Note
 is non-interest bearing and is payable on the earlier of (i) the date on which the Company consummates an initial business combination
 or (ii) the date the Company liquidates if a Business Combination is not consummated. The Note will be repaid only from amounts
 remaining outside of the Company's Trust Account, if any. The proceeds will be used by the Company to pay various expenses
 of the Company, including the extension payments, and for general corporate purposes. As of December 31, 2023 and 2022, there
 were Working Capital Loans outstanding of $ 416,841 and $ 0, respectively.

 F- 17

 ROTH
 NOTES
2023

 Underwriting
 Agreement and Business Combination Marketing Agreement

 The
 Company entered into an underwriting agreement and a business combination marketing agreement with Roth Capital Partners, LLC ("Roth")
 and Craig-Hallum Capital Group LLC ("Craig-Hallum"), the underwriters in the Initial Public Offering. The underwriters
 are related parties of the Company.

 NOTE
 6. COMMITMENTS AND CONTINGENCIES

 Registration
 Rights

 Pursuant
 to a registration rights agreement entered into on November 30, 2021, the holders of the Founder Shares, as well as the holders
 of the Private Units (and underlying securities), are entitled to registration rights. The holders of a majority of these securities
 are entitled to make up to two demands that the Company register such securities. They can elect to exercise these registration
 rights (i) at any time commencing three months prior to the date of release from escrow with respect to the Founder Shares or (ii)
 at any time after the Company consummates a Business Combination with respect to the Private Units (and the underlying securities).
 In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed
 subsequent to the consummation of a Business Combination. The registration rights agreement does not contain liquidating damages
 or other cash settlement provisions resulting from delays in registering the Company's securities. The Company will bear
 the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, they may
 not exercise demand or piggyback rights after five (5) and seven (7) years, respectively, from the effective date of the Initial
 Public Offering and may not exercise demand rights on more than one occasion in respect of all registrable securities.

 Underwriting
 Agreement

 The
 underwriters received an underwriting discount of 1.0 % of the gross proceeds of the Initial Public Offering, or $ 1,150,000.

 Business
 Combination Marketing Agreement

 Pursuant
 to a business combination marketing agreement entered into on November 30, 2021, the Company engaged Roth and Craig-Hallum,
 the underwriters in the Initial Public Offering, as advisors in connection with its Business Combination to assist in the transaction
 structuring and negotiation of a definitive purchase agreement with respect to the Business Combination, hold meetings with the
 stockholders to discuss the Business Combination and the target's attributes, introduce the Company to potential investors
 to purchase its securities in connection with the Business Combination, and assist with financial analysis, presentations, press
 releases and filings related to the Business Combination. Roth and Craig-Hallum were initially to receive a fee for such services
 upon the consummation of a Business Combination in an amount equal to, in the aggregate, 4.5 % of the gross proceeds of the Initial
 Public Offering (or $ 5,175,000 in the aggregate). As a result, Roth and Craig-Hallum would not be entitled to such fee unless the
 Company consummates a Business Combination. On January 2, 2024, the Company entered into a letter agreement with Roth and
 Craig-Hallum to terminate the business combination marketing agreement. In exchange for termination of the business combination
 marketing agreement, the Company and Roth and Craig-Hallum mutually agreed to issue to Roth and Craig-Hallum 575,000 shares of
 common stock on the date of the closing of the Business Combination.

 F- 18

 ROTH
 NOTES
2023

 NOTE
 7. STOCKHOLDERS' EQUITY

 Stock — The Company is authorized to issue 50,000,000 shares of common stock with a par value of $ 0.0001 per share. On
 May 31, 2023, in connection with the stockholders' vote at the May Special Meeting, stockholders exercised their right
 to redeem 8,989,488 shares of common stock and on December 1, 2023, at the December Special Meeting, stockholders exercised
 their right to redeem 927,715 shares of common stock. At December 31, 2023 and 2022, there were 3,336,500 shares of common
 stock issued and outstanding, excluding 1,582,797 and 11,500,000 shares of common stock subject to possible redemption which are
 presented as temporary equity, respectively.

 Warrants
 — At December 31, 2023 and 2022, there were 5,750,000 Public Warrants outstanding and 230,750 Private Warrants outstanding.

 The
 Company will not issue fractional warrants. The Public Warrants will become exercisable 30 days after the completion of a Business
 Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering
 the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock.
 Notwithstanding the foregoing, if the registration statement of which the prospectus for the Company's Initial Public Offering
 forms a part is not available and a new registration statement covering the shares of common stock issuable upon exercise of the
 Public Warrants is not effective within 120 days following the consummation of a Business Combination, warrant holders may, until
 such time as there is an effective registration statement and during any period when the Company shall have failed to maintain
 an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration
 under the Securities Act. The warrants will expire 5 five years from the closing of a Business Combination.

 The
 Company may redeem the Public Warrants:

 in
 whole and not in part;

 at
 a price of $ 0.01 per warrant;

 at
 any time after the warrants become exercisable;

 upon
 not less than 30 days' prior written notice of redemption to each warrant holder;

 if,
 and only if, the reported last sale price of the shares of common stock equals or exceeds $ 18.00 per share, for any 20 trading
 days within a 30 -day trading period commencing after the warrants become exercisable and ending on the third business day
 prior to the notice of redemption to warrant holders; and

 if,
 and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such
 warrants at the time of redemption and for the entire 30 -day trading period referred to above and continuing each day thereafter
 until the date of redemption.

 F- 19

 ROTH
 NOTES
2023

 If
 the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise
 the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number
 of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event
 of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described
 below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.
 Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a
 Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants
 will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's
 assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

 In
 addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes
 in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per share
 of common stock (with such issue price or effective issue price to be determined in good faith by the Company's board of
 directors), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest
 thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of
 redemptions), and (z) the volume weighted average trading price of the Company's common stock during the 20 trading day period
 starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the "Market
 Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to
 115 % of the Market Value and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent)
 to be equal to 180 % of the Market Price.

 Except
 with respect to certain registration rights and transfer restrictions, the Private Warrants are identical to the Public Warrants
 underlying the Units sold in the Initial Public Offering.

 NOTE
 8. INCOME TAX

 The
 Company did not have any significant deferred tax assets or liabilities as of December 31, 2023 and 2022.

 The
 Company's net deferred tax assets at December 31, 2023 and 2022 are as follows:

 Schedule of company's net deferred tax asset

 2023

 2022

 Deferred
 tax assets

 Net
 operating loss carryforward

 $
 -

 $

 -

 Startup/Organizational

 756,241

 147,861

 Total
 deferred tax assets

 756,241

 147,861

 Valuation
 allowance

 ( 756,241
)

 ( 147,861)

 Deferred
 tax assets, net of valuation allowance

 $
 -

 $

 -

 F- 20

 ROTH
 NOTES
2023

 The
 income tax provision for the year ended December 31, 2023 and 2022 consists of the following:

 Components of income tax provision

 Year
 Ended

 2023

 Year
 Ended

 2022

 Federal

 Current

 $
 810,659

 $
 421,211

 Deferred

 ( 456,612
)

 ( 75,979
)

 State
 and Local

 Current

 -

 -

 Deferred

 ( 151,769
)

 ( 36,886
)

 Change
 in valuation allowance

 603,381

 112,865

 tax provision

 $
 810,659

 $
 421,211

 In
 assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion
 of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation
 of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
 Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies
 in making this assessment. After consideration of all of the information available, management believes that significant uncertainty
 exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.
 For the year ended December 31, 2023 and 2022, the change in the valuation allowance was $ 603,381 and $ 112,865.

 A
 reconciliation of the federal income tax rate to the Company's effective tax rate at December 31, 2023 and 2022 is as
 follows:

 Reconciliation of the federal income tax rate to the Company's effective tax rate

 Year
 Ended

 2023

 Year
 Ended

 2022

 Statutory
 federal income tax rate

 21.0
 %

 21.0
 %

 State
 taxes, net of federal tax benefit

 6.98
 %

 6.98
 %

 Valuation
 allowance

 84.15
 %

 8.85
 %

 tax provision

 112.13
 %

 36.84
 %

 The
 Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities.
 The Company's tax returns since inception remain open and subject to examination.

 F- 21

 ROTH
 NOTES
2023

 NOTE
 9. FAIR VALUE MEASUREMENTS

 The
 fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company
 would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an
 orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets
 and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and
 to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).
 The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs
 used in order to value the assets and liabilities:

 Level
 1:

 Quoted
 prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which
 transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing
 basis.

 Level
 2:

 Observable
 inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or
 liabilities and quoted prices for identical assets or liabilities in markets that are not active.

 Level
 3:

 Unobservable
 inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

 At
 December 31, 2023 and 2022, assets held in the Trust Account were comprised of $ 16,978,160 and $ 118,377,460 in mutual funds,
 respectively. Through December 31, 2023, the Company withdrew $ 1,511,689 of interest earned on the Trust Account to pay for
 its tax obligations and $ 102,900,344 for redemption of shares in connection with the stockholders' vote at the May Special
 Meeting and December Special Meeting.

 The
 following table presents information about the Company's assets that are measured at fair value on a recurring basis at December 31,
 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine
 such fair value. Level 1 instruments include investments in money market funds. The Company uses inputs such as actual trade data,
 benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

 Schedule of company's assets that are measured at fair value on a recurring basis

 Description

 Level

 2023

 2022

 Assets:

 U.S.
 Mutual Funds Held in Trust Account

 $
 16,978,160

 $
 118,377,460

 F- 22

 ROTH
 NOTES
2023

 NOTE
 10. SUBSEQUENT EVENTS

 The
 Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial
 statements were issued. Based upon this review, other than stated below, the Company did not identify any subsequent events that
 would have required adjustment or disclosure in the financial statements.

 On
 January 3, 2024, the Company, entered into a Business Combination Agreement and Plan of Reorganization (as it may be amended,
 supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among the Company, Roth CH V
 Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Acquiror ("Merger Sub"), and New Era Helium
 Corp., a Nevada corporation ("NEH"). Upon the terms and subject to the conditions set
 forth in the Merger Agreement and in accordance with the Nevada Revised Statutes and the Delaware General Corporation Law, Merger
 Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of the Company (the "Merger").
 Upon the closing of the transaction, subject to approval by the Company's stockholders and other customary closing conditions,
 the combined company with be named "New Era Helium Corp." and is expected to list on The Nasdaq Stock Market.

 Merger
 Agreement

 As
 previously reported, on January 3, 2024, the Company ("ROCL" or "Acquiror"), entered into a Business
 Combination Agreement and Plan of Reorganization (as it may be amended, supplemented or otherwise modified from time to time, the
 "Merger Agreement"), by and among Acquiror, Roth CH V Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary
 of Acquiror ("Merger Sub"), and New Era Helium Corp., a Nevada corporation ("NEH" or the "Company").
 The transactions set forth in the Merger Agreement, including the Merger (defined below), will constitute a "Business Combination"
 as contemplated by Acquiror's Amended and Restated Certificate of Incorporation. Unless expressly stated otherwise herein,
 capitalized terms used but not defined herein shall have such meanings ascribed to them in the Merger Agreement.

 The
 Merger

 Upon
 the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the Nevada Revised Statutes and
 the Delaware General Corporation Law, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned
 subsidiary of Acquiror (the "Merger"). Upon the closing of the Transactions, subject to approval by ROCL's stockholders
 and other customary closing conditions, the combined company with be named "New Era Helium Corp." and is expected to
 list on The Nasdaq Stock Market.

 Consideration

 Subject
to the terms and conditions set forth in the Merger Agreement, in consideration of the Merger, the holders of shares of Company Common
Stock (including shares of Company Common Stock resulting from the conversion of Company Preferred Stock) will receive an aggregate of
 9.0
 million shares of Acquiror's common stock, which number
will be subject to adjustment based upon the Net Debt (as defined in the Merger Agreement) (which shares do not include the Earnout Shares
(as defined below)) (the "Company Merger Shares"). 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.

 F- 23

 ROTH
 NOTES
2023

 The
 Merger Agreement also provides, among other things, that the holders of shares of Company Common Stock immediately prior to the
 Effective Time have the contingent right to receive up to an aggregate of 1.0 million additional shares of Acquiror's common
 stock (the "Earnout Shares"), subject to the following contingencies:

 (i) 500,000
 Earnout Shares, in the event that, based upon the audited financial statements of the Company for the year ended December 31,
 2025, it meets or exceeds a total EBITDA of $ 25.268 million as calculated by the Company; and

 (ii) 500,000
 Earnout Shares, if, at any time during the period between the
Closing Date and 180 days after the filing of the Form 10-K for the fiscal year ended December 31, 2025, the average of the reported
sales prices on Nasdaq (or the exchange on which Acquiror's common stock is then listed) for any twenty (20) Trading Days during
any thirty (30) consecutive Trading Days is greater than or equal to $12.50.

 Conditions
 to Consummation of the Transactions

 Consummation
 of the transactions contemplated by the Merger Agreement is subject to conditions of the respective parties that are customary
 for a transaction of this type, including, among others: (a) obtaining Acquiror stockholders' approval of the Roth Proposals;
 (b) obtaining the Company Stockholder Approval; (c) there being no laws or injunctions by governmental authorities or other legal
 restraint prohibiting consummation of the transactions contemplated under the Merger Agreement; (d) the required filings under
 the HSR Act having been completed and the waiting period applicable to the Merger under the HSR Act having expired or terminated;
 (e) Acquiror's common stock being listed on Nasdaq, or another national securities exchange mutually agreed to by the parties;
 (f) the Form S-4 having become effective and no stop order suspending the effectiveness of the Form S-4 having been issued by the
 SEC; and (g) Acquiror (including, following the Effective Time, the Company) having equal to or in excess of $ 5,000,000 in cash
 and cash equivalents.

 Acquiror
 has separate conditions to closing, including, among others, that (a) no material adverse effect having occurred with respect to
 the Company, (b) the Company having raised at least $ 45,000,000 in a private placement of securities in order to fund its new plant
 construction, and (c) certain indebtedness of the Company having been converted into shares of common stock of the Company. The
 Company has separate conditions to closing, including, among others, that no material adverse effect has occurred with respect
 to Acquiror.

 Termination

 The
 Merger Agreement may be terminated under certain customary and limited circumstances prior to the Closing of the Merger, including:
 (a) by mutual written consent of Acquiror and the Company; (b) by either party if the Closing has not occurred prior to the date
 that is 180 days after the date of the Merger Agreement; (c) there is a final non-appealable order issued by a governmental authority
 preventing or making illegal the consummation of the transactions contemplated by the Merger Agreement; (d) by either Acquiror
 or the Company if any of the Roth Proposals fails to be approved at the Roth Stockholders' Meeting; (e) by Acquiror if the
 Company fails to obtain Company Stockholder Approval within five (5) Business Days following the date in which the SEC declares
 the Form S-4 effective; (f) by Acquiror if the Company has not delivered: (i) its Audited Financial Statements for the year ended
 December 31, 2022 and December 31, 2021 by January 8, 2024, (ii) its Interim Financials by February 1, 2024,
 and (iii) the Audited Financial Statements for the year ended December 31, 2023 within 90 days after the date of the Merger
 Agreement; and (g) by either party if the other party's representations or warranties are not true and correct or if the
 other party breached any of its covenants set forth in the Merger Agreement such that the conditions to Closing would not be satisfied
 and such breach cannot or has not been cured within the earlier of thirty (30) days' notice by the other party.

 If
the Merger Agreement is validly terminated, none of the parties will have any liability or any further obligation under the Merger Agreement
with certain limited exceptions, including liability arising out of willful material breach of the Merger Agreement.

 F- 24

 ROTH
 NOTES
2023

 Insider Support Agreement

 Contemporaneously
with the execution of the Merger Agreement, Acquiror entered into an insider support agreement (the " Insider
Support Agreement ") with NEH and certain stockholders of Acquiror (the " Sponsor
Parties "), whereby the Sponsor Parties have agreed, among other things, (i) not to transfer or redeem any Acquiror Common
Stock held by such Sponsor Parties, (ii) to vote in favor of the adoption of the Merger Agreement and approval of the Merger and the
other transactions contemplated hereby, and (iii) to vote against any Alternative Transaction with respect to Acquiror or any proposal
in opposition to approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement and any other action
or proposal that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect
the Transactions.

 Company Support Agreement

 Contemporaneously
with the execution of the Merger Agreement, Acquiror entered into a stockholder support agreement (the " Company
Support Agreement ") with NEH and certain shareholders of NEH (the " Company
Supporting Shareholders "), pursuant to which the Company Supporting Shareholders have agreed, among other things, (i) not
to transfer any NEH Common Stock held by such Company Supporting Shareholders, (ii) to vote in favor of the Merger and the transactions
contemplated by the Merger Agreement, and (iii) to vote against any Alternative Transaction with respect to NEH or any proposal in opposition
to approval of the Merger Agreement or in competition with or inconsistent with the Merger Agreement, and any other action or proposal
that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions.

 Termination
 of Business Combination Marketing Agreement

 On
 January 2, 2024, the Company entered into a letter agreement with Roth and Craig-Hallum to terminate the business combination
 marketing agreement. In exchange for termination of the business combination marketing agreement, the Company and Roth and Craig-Hallum
 mutually agreed to issue to Roth and Craig-Hallum 575,000 shares of common stock on the date of the closing of the Business Combination.

 Trust
 Extension Payments

 On
 January 17, 2024, February 7, 2024 and March 11, 2024, the Company paid an aggregate of $ 135,000 to the Trust Account for each
 one-month extension to extend the date by which the Company must consummate its Business Combination from January 4, 2024
 to April 4, 2024.

 Promissory Note

 On
March 27, 2024, Roth CH Acquisition V Co., a Delaware corporation (the "Company"), issued an unsecured promissory note in
the aggregate principal amount of up to $ 600,000 (the "Note") to individuals or entities listed on the Note (the "Payees").
Pursuant to the Note, the Payees agreed to loan to the Company an aggregate amount of up to $ 600,000 that shall be payable on the earlier
of (i) the date on which the Company consummates an initial business combination as such term is defined in the Company's Amended
and Restated Certificate of Incorporation (the "Business Combination"), or (ii) the date the Company liquidates if a Business
Combination is not consummated. The Note bears no interest rate. In the event that the Company does not consummate a Business Combination,
the Note will be repaid only from amounts remaining outside of the Company's trust account, if any. The proceeds of the Note will
be used for the Company to pay various expenses of the Company and for general corporate purposes.

 F- 25