ROCL Roth Ch Acquisition V Co. - 8-K

Item 5.07. Submission of Matters to a Vote
of Security Holders.

Roth CH Acquisition V
Co., a Delaware corporation (“ ROCL ” or the “ Company ”)
held a special meeting of stockholders of the Company (the “ Meeting ”)
on November 26, 2024 at 10:00 a.m. Eastern Time via live webcast. There were 4,919,297 shares of the Company common stock
outstanding on the record date, October 28, 2024.

There were 3,728,929 shares
of the Company common stock present at said meeting in person or represented by proxy, which is 75.80% of the total outstanding shares,
thereby constituting a quorum.

At the Meeting, the
stockholders of ROCL approved all of the proposals presented, in particular, the business combination between ROCL and New Era
Helium Corp. ROCL expects to close the business combination as soon practicable after the receipt of approval to list the combined
company on Nasdaq. Summarized below are the results of the matters voted on at the Meeting.

Proposal 1. Redomestication
Merger Proposal

A proposal to approve the
merger (the “ Redomestication Merger ”) of the Company with and into
Roth CH V Holdings Inc. (“ Holdings ”), its wholly owned Nevada subsidiary,
with Holdings surviving the merger. The merger will change the Company’s place of incorporation from Delaware to Nevada. Approval
of the Redomestication Merger Proposal required the affirmative vote from a majority of the outstanding shares. The Redomestication Merger
Proposal received the following votes:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

3,691,461

37,448

20

0

The Redomestication Proposal
was approved by the Company’s stockholders holding 3,691,461 shares or approximately 75.04% of the outstanding shares of common
stock of the Company.

Proposal 2. Business Combination
Proposal

A proposal to approve and
adopt the Merger Agreement, by and among the Company, Roth CH V Merger Sub Corp.(“ Merger
Sub ”), a Delaware corporation and a wholly-owned subsidiary of the Company and New Era Helium Corp., a Nevada corporation,
pursuant to which, among other things (i) Holdings shall sign a joinder and become a party to the Merger Agreement; and (ii) immediately
subsequent to the Redomestication Merger, Merger Sub will merge with and into the Company with the Company surviving the Merger as a wholly
owned subsidiary of Holdings (together, the “ Business Combination”
and the post combination company, the “ Combined Company ”). Approval
of the Business Combination Proposal required the affirmative vote of the holders of a majority of the shares of common stock of the Company
represented in person by virtual attendance or by proxy and entitled to vote thereon at the Meeting. The Business Combination Proposal
received the following votes:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

3,691,460

37,449

20

0

The Business Combination Proposal
was approved by the Company’s stockholders holding 3,691,460 shares or approximately 99% of the shares of common stock of the Company
represented in person or by proxy entitled to vote thereon at the Meeting.

Proposal 3. Charter Amendment
Proposal

A proposal to adopt the proposed
articles of incorporation of the Combined Company. Approval of the Charter Amendment Proposal required the affirmative vote from a majority
of the outstanding shares. The Charter Amendment Proposal received the following votes:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

3,691,461

37,448

20

0

The Charter Amendment Proposal
was approved by the Company’s stockholders holding 3,691,461 shares or approximately 75.04% of the outstanding shares of common
stock of the Company.

Proposal 4. The Governance
Proposal

A proposal to consider and vote upon, on a non-binding
advisory basis, on four separate governance proposals relating to the following material differences between the Company’s current
amended and restated certificate of incorporation and the proposed charter. Approval of the Governance Proposal required the affirmative
vote of the holders of a majority of the shares of the Company’s common stock represented in person by virtual attendance or by
proxy and entitled to vote thereon at the Meeting. The Governance Proposals received the following votes:

Proposal 4A – Name Change

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

3,691,460

37,449

20

0

Proposal 4B – Increase Authorized Common
Shares

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

3,691,461

37,448

20

0

Proposal 4C – Preferred Stock

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

3,691,460

37,449

20

0

Proposal 4B – Increase Authorized Common
Shares

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

3,691,461

37,448

20

0

As noted above each of the
Governance Proposals was approved by the Company’s stockholders holding approximately 3,691,460 shares or approximately 99% of the
shares of common stock of the Company represented in person or by proxy entitled to vote thereon at the Meeting.

Proposal 5. The Nasdaq
Proposal

A proposal to approve for purposes of complying
with Nasdaq Listing Rules 5635 (a) and (b), the issuance of more than 20% of the issued and outstanding shares of Holdings common stock
(or securities convertible into or exercisable for Holdings common stock) and the resulting change in control in connection with the Business
Combination. Approval of the Nasdaq Proposal required the affirmative vote of the holders of a majority of the shares of ROCL common stock
represented in person by virtual attendance or by proxy and entitled to vote thereon at the Meeting. The Nasdaq Proposal received the
following votes:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

3,691,460

37,449

20

0

The Nasdaq Proposal was approved
by the Company’s stockholders holding 3,691,460 or approximately 99% of the shares of common stock of the Company represented in
person or by proxy entitled to vote thereon at the Meeting.

Proposal 6. The Directors Election Proposal

A proposal to elect, effective as of the consummation
of the Business Combination to serve on the Combined Company Board of Directors, E. Will Gray (Chairman), Phil Kornbluth (Independent
Director), William H. Flores (Independent Director), Charles Nelson (Independent Director), and Stan Boroweic (Independent Director).
Approval of the Directors Election Proposal required the affirmative vote of the holders of a majority of the shares of ROCL common stock
represented in person by virtual attendance or by proxy and entitled to vote thereon at the Meeting. The Directors Election Proposal received
the following votes:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

3,691,460

37,449

20

0

The Directors Election Proposal
was approved by the Company’s stockholders holding 53,691,460 shares or approximately 99% of the of the shares of common stock of
the Company represented in person or by proxy entitled to vote thereon at the Meeting.

Proposal 7. The Management Equity Incentive
Plan Proposal

A proposal to approve the Management Equity Incentive
Plan, a copy of which is annexed to the proxy statement/prospectus as Annex C, in connection with the Business Combination. Approval of
the Management Equity Incentive Plan Proposal required the affirmative vote of the holders of a majority of the shares of ROCL common
stock represented in person by virtual attendance or by proxy and entitled to vote thereon at the Meeting. The Management Equity Incentive
Plan Proposal received the following votes:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

3,691,460

37,449

20

0

The Management Equity Incentive
Plan Proposal was approved by the Company’s stockholders holding 3,691,460 shares or approximately 99% of the of the shares of
common stock of the Company represented in person or by proxy entitled to vote thereon at the Meeting.