SecProbe.io

September 9, 2025
Scott Swann
Chief Executive Officer
Rank One Computing Corp dba ROC
1290 Broadway, Suite 1200
Denver, CO 80203
Re:Rank One Computing Corp dba ROC
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted August 14, 2025
CIK No. 0002077709
Dear Scott Swann:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. If you do not believe a comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1.Please revise to disclose the number of customers for each period presented in your
financial statements. Also, disclose for each period the percentage of revenue
generated by each of your major products, the percentage of revenue generated in
each of your principal markets, and the percentage of revenue earned from contracts
with the federal government and government agencies.
Please explain your statement that "ROC was born inside the U.S. national securities
community."  Further, you state that you deliver services to "Fortune 1000 companies,
U.S. Department of Defense, Department of Justice, state and local law enforcement,
and national security agencies."  Please disclose the percentage of revenue generated 2.

September 9, 2025
Page 2
by each of these customers, if material, or tell us why they have been identified so
prominently in your executive summary.
Prospectus Summary
Implications of Being an Emerging Growth Company, page 4
3.You state that you have irrevocably elected to take advantage for complying with new
or revised accounting standards. Please note, your election to take advantage of the
extended transition provisions is not irrevocable. Please revise.
Risk Factors
Historically, existing customers have expanded their relationships with us..., page 9
4.You state here that you generally offer contract terms up to 10 years in
length. However, on page F-9, you state the typical terms of your software license
contracts range from 12 to 36 months and on page 10, you state term-based licenses
are generally one year. Please explain these inconsistencies and revise as necessary.
5.We note that your disclosure regarding the revenue contribution of significant
customers is inconsistent.  Please clarify the amount of revenue generated by each
significant customer in 2023 and 2024.  For example, you state here that your top
three customers together accounted for 44% of your revenue in fiscal year 2024 but
disclose in the notes to the financial statements that two customers each individually
accounted for 26% and 23% of revenue in 2024.
6.Please disclose the material terms of your agreements with your three major
customers, including any termination provisions, and file your agreements with them
as exhibits or tell us why it is not required. Refer to Item 601(b)(10)(ii)(B) of
Regulation S-K.
We face intense competition in our markets..., page 16
7.You state that some of your sales to government entities have been made indirectly
through your channel partners.  Please disclose the percentage of sales in each period
presented that have been made through channel partners and clarify whether you have
channel partners that accounted for a material amount of your revenues.
Cautionary Note Regarding Forward Looking Statements, page 43
8.Please note that the safe harbor for forward-looking statements provided by the
Private Securities Litigation Reform Act of 1995 (PSLRA) applies to issuers that are
subject to the reporting requirements of Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 at the time the statements are made. Please revise to
remove the implication that the statements made in your registration statement are
within the protection of the PSLRA or tell us why you believe that the safe harbor is
available to you.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 48
9.Please revise your disclosure to explain what is meant by "Poison AI."

September 9, 2025
Page 3
10.We note your disclosure that your "commercial ARR is growing steadily."  Please
clarify whether you use annual recurring revenue ("ARR") as a key metric to evaluate
and manage your business.  If so, please disclose the ARR for all periods
presented and describe how it is calculated. Refer to SEC Release 33-10751.
Results of Operations, page 50
11.We note your discussion of the decrease in revenue from research and development
contracts with the U.S. government and quasi-governmental entities. Please tell us
whether such decrease represents a potential trend in this revenue stream, or any other
revenue stream that is dependent on government contracts, and if so, revise your
Overview section to include a discussion of any known trends, uncertainties and
events that have had, or are reasonably likely to have, a material impact on your
liquidity, capital resources or results of operations. Refer to Item 303(b)(1) and (2) of
Regulation S-K.
12.You state that revenue from your flagship ROC SDK product increased from $5.5
million in 2023 to $6.4 million in 2024. These amounts differ from the breakdown of
revenue provided on pages 50 and F-9. Please revise to resolve this apparent
inconsistency and update your CAGR calculations, as necessary.
Liquidity and Capital Resources, page 52
13.Please revise to disclose the amount of minimum funding necessary to meet your
operating needs for at least the next 12 months, as well as the minimum number of
months that you will be able to conduct your planned operations using currently
available capital resources. Refer to Item 303(b)(1) of Regulation S-K.
Business
Vision, Industry, and Market Opportunity, page 56
14.Please provide citations for the studies or analyses that you refer to as support for your
claims regarding the sizes of the total addressable markets for your products.
15.You calculate your total addressable market in 2025 for ROC products and services
as approximately $100 billion to $116.5 billion globally. Please tell us the basis for
calculating your market opportunity globally rather than limiting it to the geographic
markets in which you currently operate. Explain the material assumptions and
limitations used in providing this estimate.
Certain Relationships and Related Party Transactions, page 84
16.You provide related party disclosure starting from January 1, 2023. Please include
disclosure covering the last three fiscal years. Refer to Instruction 1 to Item 404 of
Regulation S-K, particularly the three-year requirement for registration statements.
17.You disclose that the company will be a "controlled company" within the meaning of
the Nasdaq listing rules as of the date of the prospectus and upon completion of the
offering as a result of the beneficial ownership of your executive officers and
directors.  Please disclose whether there is a voting or shareholder agreement between
these executive officers and directors.

September 9, 2025
Page 4
Consolidated Financial Statements of Rank One Computing Corporation
Note 2 - Summary of Significant Accounting Policies
Concentration of Credit Risk and Other Risks and Uncertainties, page F-8
18.Please revise to clarify whether the customers that accounted for greater than 10% of
your revenue in fiscal 2024 are the same customers from fiscal 2023. In this regard,
distinguish your major customers each year by, for example, identifying them as
customer A, customer B, etc., so as to clarify whether there were any changes in your
significant customers during the periods presented. Similar revisions should be made
with regard to accounts receivable, as well as your disclosures on page F-19.
Income Taxes, page F-9
19.We note that effective January 1, 2024, you became a C-Corporation. Please tell
whether any undistributed earnings existed upon termination of your S-Corporation
status and how you reflected such amounts in your consolidated financial statements.
Refer to SAB Topic 4.B. Also, tell us your consideration to include pro forma
information to reflect the tax expense for periods prior to your election. Refer to
Article 11-02(b)(5) of Regulation S-X.
Revenue Recognition, page F-9
20.You state that bundled security solutions include software, hardware, and installation
services. Please tell us, and revise as necessary to clarify, whether such arrangements
also include support services, similar to your perpetual and term-based software
licenses.
Note 6 - Leases, page F-13
21.Please revise to describe how you determined the discount rate for your leases and
disclose the discount rate used for each period presented. In this regard, you refer to
three different rates on page F-14, however, it is unclear what they relate to. Refer to
ASC 842-20-50-3.c.3.
Note 11 - Segment Information, page F-19
22.You state that you have one operating segment, however, you also refer to "sales
information about the company's reportable segments" in the table on page F-19,
which appears to suggest you have three reportable segments. Please revise to clarify
this apparent inconsistency. In addition, revise your reference to the years ended June
30, 2024 and 2023, in the disclosure that precedes the table.
23.Please revise to provide segment information as required by ASU 2023-07 and ASC
280-10-50. At a minimum, you should provide the title and position or the name of
the group or committee that you have identified as the CODM. Also, disclose the
segment measure(s) of profitability used by the CODM and how the CODM uses such
measure(s) in allocating resources and assessing performance. In addition, disclose the
significant expense categories that are regularly provided to the CODM and included
in the reported segment profit or loss, and any other segment items. Refer to ASC
280-10-50-21, 50-22, 50-26A to 50-26B, 50-29(f) (and the example in ASC 280-10-
55-54(c)), as well as any other applicable guidance.

September 9, 2025
Page 5
General
24.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            Please contact Chen Chen at 202-551-7351 or Kathleen Collins at 202-551-3499 if
you have questions regarding comments on the financial statements and related matters.
Please contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Soyoung Lee