United States securities and exchange commission logo

                               December 8, 2020

       Gordon Roth
       Chief Financial Officer
       Roth CH Acquisition II Co.
       888 San Clemente Drive, Suite 400
       Newport Beach, CA 92660

                                                        Re: Roth CH Acquisition
II Co.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed December 7,
                                                            File No. 333-250937

       Dear Mr. Roth:

               We have reviewed your registration statement and have the
following comment. Please
       respond to this letter by amending your registration statement. If you
do not believe our
       comment applies to your facts and circumstances or do not believe an
amendment is appropriate,
       please tell us why in your response. After reviewing any amendment to
your registration
       statement, we may have additional comments.

       Amendment No. 1 to Form S-1

       Warrants, page 77

   1.                                                   Please revise your
discussion of the warrants to clearly describe the exclusive forum
                                                        provision of your
warrant agreement filed as Exhibit 4.4 to the registration statement.
                                                        Please also describe,
here and in the risk factors section, any risks or other impacts on
                                                        investors, such as
increased costs to bring a claim and that the provisions may discourage
                                                        claims or limit
investors' ability to bring a claim in a judicial form they find favorable.
                                                        Finally, please state
whether or not the provision applies only to state law claims or also to
                                                        Exchange Act and/or
Securities Act claims, and address any uncertainty about
               We remind you that the company and its management are
responsible for the accuracy
       and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of
       action by the staff.

              Refer to Rules 460 and 461 regarding requests for acceleration.
Please allow adequate
       time for us to review any amendment prior to the requested effective
date of the registration
 Gordon Roth
Roth CH Acquisition II Co.
December 8, 2020
Page 2

        You may contact William Demarest at (202) 551-3432 or Wilson Lee at
(202) 551-
3468 if you have questions regarding comments on the financial statements and
matters. Please contact Pamela Long at (202) 551-3765 or Joel Parker at (202)
551-3651 with
any other questions.

FirstName LastNameGordon Roth                             Sincerely,
Comapany NameRoth CH Acquisition II Co.
                                                          Division of
Corporation Finance
December 8, 2020 Page 2                                   Office of Real Estate
& Construction
FirstName LastName