SecProbe.io

November 18, 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
Amendments No. 2 and 3 to Draft Registration Statement on Form S-1
Submitted September 26, 2025 and November 7, 2025, respectively
CIK No. 0002077709
Dear Scott Swann:
            We have reviewed your amended registration statements and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 9, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Results of Operations, page 50
1.We note your revisions in response to prior comment 12. Please tell us how you
calculated CAGR for the two-year period ended on December 31, 2024.
2.We note your revised disclosures in response to prior comment 11. In an effort to add
additional context to the impact of the federal government's budgetary process on your
operations, please further revise to disclose the amount of revenue from R&D
service contracts with the U.S. government and quasi-governmental entities for each
period presented.

November 18, 2025
Page 2
Liquidity and Capital Resources, page 53
3.We note your revised disclosures in amendment No. 3 submitted on November 7,
2025. 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.
Income Taxes, page F-9
4.We note from your revised disclosure in response to prior comment 19 that the
$4,404,912 of undistributed earnings at January 1, 2024 is included as part of retained
earnings in your consolidated financial statements. Please tell us how you considered
the guidance in SAB Topic 4.B to reflect the the undistributed earnings in additional
paid-in-capital upon termination of your S-Corporation status. In addition, move the
pro forma financial information on page F-10 to the forepart of the filing, or explain
why you believe presentation in the financial statements is appropriate. Refer to Rule
11-02(a)(12)(i).
Note 6. Leases, page F-13
5.Please revise to also provide the information presented in the tables on page F-14 for
the year ended December 31, 2023. Refer to ASC 842-20-50-4.
Revenue Recognition, page F-28
6.Your revised disclosure in response to prior comment 4 states that customer contracts
for post-contract support services (PCS) are either time-based or perpetual. However,
on page F-10 you state that PCS for perpetual licenses are included for the initial 12-
month period following license delivery, and customers can subsequently purchase
extended PCS services annually. Please revise your disclosures on page 4 to clarify, if
true, that your license arrangements , which include PCS, are either time-based or
perpetual. In addition, your discussion regarding standalone selling price (SSP) refers
to arrangements with licenses and PCS when it appears you have other arrangements
that include multiple performance obligations (i.e., U.S, Government contracts with
hardware, software and professional services and bundled security solutions with
software, hardware, installation services and PCS). Please revise to ensure your
discussion of SSP encompasses all arrangements with multiple performance
obligations.
Note 11 - Segment Information, page F-38
Please address the following as it relates to your revised disclosures in response to
prior comment 23:
•Explain what is meant by your disclosures where you state "the measure used by
our CODM to assess performance and make operating decisions is cash from
revenues and expenses" and revise to clearly disclose the segment measure of
profit or loss used by the CODM in assessing performance and allocating
resources. Refer to ASC 280-10-50-22.
You state other expense are also reported to the CODM in connection with •7.

November 18, 2025
Page 3
evaluating segment profit or loss. Revise to disclose the amount of any other
segment items and include a qualitative description of the composition of other
segment items. Refer to ASC 280-10-50-26B.
Amendment No. 3 to Draft Registration Statement on Form S-1
Certain Relationships and Related Party Transactions, page 86
8.We note your response to prior comment 17 that you have entered into a stockholders
agreement. Please revise to include a materially complete description of the
stockholders agreement. We also note that you deleted references to being a
controlled company. Please explain.
            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