SecProbe.io

CORRESP
 1
 filename1.htm

 January 28, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
 Chen Chen

 Kathleen Collins

 Matthew Crispino

 Jan Woo

 Re:

 Rank One Computing Corporation

 Registration Statement on Form S-1

 Filed December 3, 2025

 File No. 333-291913

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), we, as representative of the underwriters
of the proposed initial public offering of securities of Rank One Computing Corporation (the "Company"), hereby join the Company's
request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared
effective at 4:30 p.m., Eastern Time, on Friday, January 30, 2026, or at such later time as the Company or its counsel may orally request
via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 Pursuant to Rule 460 under
the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter,
who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that
it has complied and will continue to comply, and that it has been informed by the participating underwriters that they have complied with
and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Remainder of Page Intentionally
Left Blank]

 Very truly yours,

 The Benchmark Company, LLC

 By:
 /s/ Michael S. Jacobs

 Name:
 Michael S. Jacobs

 Title:
 Head of Equity Capital Markets

 cc:
 B. Scott Swann, The Benchmark Company, LLC

 Richard A. Friedman, Sheppard, Mullin, Richter & Hampton LLP

 Joseph M. Lucosky, Lucosky Brookman LLP

CORRESP
 1
 filename1.htm

 RANK ONE COMPUTING CORPORATION

 1290 Broadway, Suite 1200
Denver, CO 80203
(303) 317-6118

 January 28, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Chen Chen

 Kathleen Collins

 Matthew Crispino

 Jan Woo

 Re:
 Rank One Computing Corporation

 Registration Statement on Form S-1, as amended

 File No. 333-291913
 CIK No. 0002077709

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended Rank One Computing Corporation, hereby requests acceleration of effectiveness of the above referenced
Registration Statement on Form S-1 so that it will become effective at 4:30 p.m., Eastern Daylight Time, on Friday, January 30, 2026,
or as soon thereafter as practicable.

 Very truly yours,

 /s/ B. Scott Swann

 B. Scott Swann

 Chief Executive Officer

 cc:
 Lucosky Brookman LLP

 Soyoung Lee

January 22, 2026
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. 3 to Registration Statement on Form S-1
Filed on January 20, 2026
File No. 333-291913
Dear Scott Swann:
            We have reviewed your amended registration statement 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. References to prior
comments are to those in our letter dated January 15, 2026.
Amendment No. 3 to Form S-1
Cover Page
1.The legality opinion filed as Exhibit 5.1 indicates that you are registering 3,000,000
shares of common stock, 210,000 warrants and 210,000 shares of common stock
underlying the warrants. You disclose on the cover page, however, only that you are
registering 3,000,000 shares of common stock. Please revise or advise.
Notes to Audited Financial Statements
Note 2. Summary of Significant Accounting Policies
Basis of Presentation, page F-25
2.We note your response to prior comment 1. Please revise your discussion of the stock
split here to also clarify that the par value remained at $0.01 pursuant to the intended
provisions in Second Amended and Restated Articles of Incorporation. Also, ensure that
the audit opinion is properly dated to reflect such change.

January 22, 2026
Page 2
            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

CORRESP
 1
 filename1.htm

 Rank One Computing
Corporation

 1290 Broadway, Suite
1200

 Denver, CO 80203

 (303) 317-6118

 January 23, 2026

 Mr. Matthew Crispino

 Ms. Jan Woo

 Ms. Chen Chen

 Ms. Kathleen Collins

 U.S. Securities & Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Rank One Computing Corp dba ROC

 Amendment No. 3 to Registration Statement on Form S-1

 Filed on January 20, 2026

 File No. 333-291913

 Dear Mr. Crispino, Ms.
Woo, Ms. Chen, and Ms. Collins:

 By letter dated January 22, 2026, the staff (the
" Staff ," " you " or " your ") of the U.S. Securities & Exchange Commission (the
" Commission ") provided Rank One Computing Corporation (the " Company ," " we ," " us "
or " our ") with the Staff's comments to the Company's Amendment No. 3 to Registration Statement on Form
S-1 filed on January 20, 2026. We are in receipt of your letter and set forth below are the Company's responses to the Staff's
comments.

 For your convenience, the comments are listed
below, followed by the Company's responses. Please note that all references to page numbers in the responses are references to the
page numbers in the Registration Statement on Form S-1/A4, which is filed concurrently with the submission of this letter in response
to the Staff's comments.

 Amendment No. 3 to Form S-1

 1.
 The legality opinion filed as Exhibit 5.1 indicates that you are registering 3,000,000 shares of common stock, 210,000 warrants and 210,000 shares of common stock underlying the warrants. You disclose on the cover page, however, only that you are registering 3,000,000 shares of common stock. Please revise or advise.

 Response : We have revised the front
cover to include the registration of the 210,000 warrants and 210,000 shares of common stock underlying the warrants.

 Notes to Audited Financial Statements

 Note 2. Summary of Significant Accounting Policies

 Basis of Presentation, page F-25

 2.
 We note your response to prior comment 1. Please revise your discussion of the stock split here to also clarify that the par value remained at $0.01 pursuant to the intended provisions in Second Amended and Restated Articles of Incorporation. Also, ensure that the audit opinion is properly dated to reflect such change.

 Response : We have revised the discussion
of the stock split on page F-25 to clarify that the par value remained at $0.01 pursuant to the intended provisions in Second Amended
and Restated Articles of Incorporation. Also, the audit opinion is properly dated to reflect such change.

 We hope the foregoing has been responsive to your comments. If you
have any questions or comments regarding the foregoing, please contact Tony Brown via email at tony.brown@roc.ai.

 Very truly yours,

 /s/ Scott Swann

 Scott Swann

 Chief Executive Officer

 Cc: Soyoung Lee, Esq.

CORRESP
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 filename1.htm

 Rank One Computing
Corporation

 1290 Broadway, Suite
1200

 Denver, CO 80203

 (303) 317-6118

 January 16, 2026

 Mr. Matthew Crispino

 Ms. Jan Woo

 Ms. Chen Chen

 Ms. Kathleen Collins

 U.S. Securities & Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Rank One Computing Corp dba ROC

 Amendment No. 2 to Registration Statement on Form S-1

 Filed on January 12, 2026

 File No. 333-291913

 Dear Mr. Crispino, Ms.
Woo, Ms. Chen, and Ms. Collins:

 By letter dated January 15, 2026, the staff (the
" Staff ," " you " or " your ") of the U.S. Securities & Exchange Commission (the
" Commission ") provided Rank One Computing Corporation (the " Company ," " we ," " us "
or " our ") with the Staff's comments to the Company's Amendment No. 2 to Registration Statement on Form
S-1 filed on January 12, 2026. We are in receipt of your letter and set forth below are the Company's responses to the Staff's
comments.

 For your convenience, the comments are listed
below, followed by the Company's responses. Please note that all references to page numbers in the responses are references to the
page numbers in the Registration Statement on Form S-1/A3, which is filed concurrently with the submission of this letter in response
to the Staff's comments.

 Amendment No. 2 to Registration Statement on
Form S-1

 Consolidated Financial Statements of Rank One
Computing Corporation

 Balance Sheets as of September 30, 2025 (Unaudited)
and December 31, 2024, page F-2

 1.
 We note that on January 8, 2026, you effected a 167-to-1 forward stock split of the issued and outstanding common shares. Please explain why the par value of your common shares remained at $0.01 per share and was not impacted, which resulted in an increase in the balance of "common stock" at September 30, 2025 and December 31, 2024, or revise.

 Response : The Company filed
its Second Amended and Restated Articles of Incorporation ("A&R Charter") on January 8, 2026 with the Secretary
of State of Colorado. In the Company's A&R Charter, the par value remained $0.01 per share in accordance with Section IV(A)
of the A&R Charter. The Company's intent was to have the par value remain the same at $0.01 in Section IV(B) after the
forward split. When drafting the A&R Charter, the Company believed that changing the par value may introduce legal, accounting
and administrative complications that could be avoided by maintaining the $0.01 par value. We also added additional disclosure
on page 2 to indicate that the par value did not change.

 Report of Independent Registered Public Accounting
Firm, page F-20

 2.
 The opinion of your independent auditor references a future date of January 26, 2026 as it relates to Notes 2, 6 and 11, which does not agree to the opinion date referenced in the auditor's consent. Please revise.

 Response : The correct date should
be January 12, 2026. January 26, 2026 was a typographical error. We have corrected the disclosure on page F-20.

 We hope the foregoing has been responsive to your
comments. If you have any questions or comments regarding the foregoing, please contact Tony Brown via email at tony.brown@roc.ai.

 Very truly yours,

 /s/ Scott Swann

 Scott Swann

 Chief Executive Officer

 Cc: Soyoung Lee, Esq.

January 15, 2026
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. 2 to Registration Statement on Form S-1
Filed on January 12, 2026
File No. 333-291913
Dear Scott Swann:
            We have reviewed your amended registration statement 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.
Amendment No. 2 to Registration Statement on Form S-1
Consolidated Financial Statements of Rank One Computing Corporation
Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024, page F-2
1.We note that on January 8, 2026, you effected a 167-to-1 forward stock split of
the issued and outstanding common shares. Please explain why the par value of your
common shares remained at $0.01 per share and was not impacted, which resulted
in an increase in the balance of "common stock" at September 30, 2025 and December
31, 2024, or revise.
Report of Independent Registered Public Accounting Firm, page F-20
2.The opinion of your independent auditor references a future date of January 26, 2026
as it relates to Notes 2, 6 and 11, which does not agree to the opinion date referenced
in the auditor's consent. Please revise.

January 15, 2026
Page 2
            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

CORRESP
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Rank One Computing
Corporation

1290 Broadway, Suite
1200

Denver, CO 80203

(303) 317-6118

December 10, 2025

Mr. Matthew Crispino

Ms. Jan Woo

Ms. Chen Chen

Ms. Kathleen Collins

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Rank One Computing Corp dba ROC

    Registration Statement on Form S-1

    Filed on December 3, 2025

    File No. 333-291913

Dear Mr. Crispino, Ms.
Woo, Ms. Chen, and Ms. Collins:

By letter dated December 9, 2025, the staff (the
“Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission (the
“Commission”) provided Rank One Computing Corporation (the “Company,” “we,” “us”
or “our”) with the Staff’s comments to the Company’s Registration Statement on Form S-1 filed on December
3, 2025. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments. For your
convenience, the comments are listed below, followed by the Company’s responses.

Registration Statement on Form S-1

Consolidated Financial Statements of Rank One
Computing Corporation

Note 2 – Summary of Significant Accounting
Policies

Income Taxes, page F-26

    1.
    We note your response to prior comment 4. Please move the pro forma financial information on page F-27 to the forepart of the filing, or provide the specific U.S. GAAP reference that requires the presentation of pro forma financial information in the notes to the historical financial statements. Refer to Rule 11-02(a)(12)(i) of Regulation S-X.

Response: In response to the Staff’s comment, we
have revised the filing to relocate the pro forma financial information previously presented on page F-27 from the notes to the historical
financial statements to the Summary of Financial Information section in the forepart of the filing. We believe this presentation satisfies
the intent of Rule 11-02(a)(12)(i) of Regulation S-X by presenting the pro forma information prominently in the forepart of the filing.

We hope the foregoing has been responsive to your comments. If you
have any questions or comments regarding the foregoing, please contact Tony Brown via email at tony.brown@roc.ai.

Very truly yours,

/s/ Scott Swann

Scott Swann

Chief Executive Officer

Cc: Soyoung Lee, Esq.

December 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
Registration Statement on Form S-1
Filed on December 3, 2025
File No. 333-291913
Dear Scott Swann:
            We have reviewed your registration statement and have the following comment.
            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.
Registration Statement on Form S-1
Consolidated Financial Statements of Rank One Computing Corporation
Note 2 - Summary of Significant Accounting Policies
Income Taxes, page F-26
1.We note your response to prior comment 4. Please move the pro forma financial
information on page F-27 to the forepart of the filing, or provide the specific U.S.
GAAP reference that requires the presentation of pro forma financial information in
the notes to the historical financial statements. Refer to Rule 11-02(a)(12)(i) of
Regulation S-X.
            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.

December 9, 2025
Page 2
            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
statement.
            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

CORRESP
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Rank One Computing
Corporation

1290 Broadway, Suite
1200

Denver, CO 80203

(303) 317-6118

December 3, 2025

Mr. Matthew Crispino

Ms. Jan Woo

Ms. Chen Chen

Ms. Kathleen Collins

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Rank One Computing Corp dba ROC

    Amendment No. 2 and No. 3 to Draft Registration Statement on Form S-1

    Submitted September 26, 2025 and November 7, 2025, respectively

    CIK No. 002077709

Dear Mr. Crispino, Ms.
Woo, Ms. Chen, and Ms. Collins:

By letter dated November 18, 2025, the staff (the
“Staff,” “you” or “your”) of the U.S. Securities & Exchange Commission (the
“Commission”) provided Rank One Computing Corporation (the “Company,” “we,” “us”
or “our”) with the Staff’s comments to the Company’s Amendment No. 2 and No. 3 to Draft Registration Statement
on Form S-1 filed on September 26, 2025 and November 7, 2025, respectively. We are in receipt of your letter and set forth below are the
Company’s responses to the Staff’s comments.

For your convenience, the comments are listed
below, followed by the Company’s responses. Please note that all references to page numbers in the responses are references to the
page numbers in the Registration Statement on Form S-1, which is filed concurrently with the submission of this letter in response to
the Staff’s comments.

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.

Response: We acknowledge the Staff’s
comment. In reviewing our prior disclosure, we determined that referencing CAGR was not appropriate because the comparison covered only
two periods. Accordingly, we have removed the CAGR reference on page 52 and now present the simple year-over-year growth rate instead.

    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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 52 to provide the amount of revenue from R&D service contracts with the U.S.
government and quasi-governmental entities for each period presented.

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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 53 to include the amount of minimum funding necessary to meet its operating
needs for at least the next 12 months, as well as the minimum number of months it expects to be able to conduct its planned operations
using currently available capital resources.

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 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).

Response: In response to the Staff’s
comment, the Company has reviewed the guidance in SAB Topic 4.B and has revised its consolidated financial statements to reclassify the
undistributed retained earnings as of January 1, 2024 to additional paid-in capital as of the conversion date. The Company has also revised
the related disclosure on page F-26 to remove the prior reference to the accumulated adjustments account, which reflected a tax-based
amount, and to state that the undistributed retained earnings were reclassified to additional paid-in capital in the Company’s
consolidated financial statements.

With respect to the Staff’s request to move
the pro forma financial information on page F-27 to the forepart of the filing, the Company has reviewed Rule 11-02(a)(12)(i) as well
as 3410 “Sub-Chapter S Corporations and Partnerships” of The Division of Corporation Finance Financial Reporting Manual, and
believes that the current presentation within the financial statements is appropriate, as the conversion from S-Corporation to C-Corporation
represents a material event directly affecting the Company’s financial statements and related tax disclosures. Accordingly, the
Company included the pro forma information in Note 2 to provide investors with a clear and integrated context for the financial reporting
impacts of the conversion.

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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page F-33 to include the required lease information for the year ended December 31,
2023 in accordance with 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.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages F-28 and F-29 to clarify the nature of its license
arrangements and the related PCS terms. The Company has also revised its discussion of standalone selling price (SSP) on page F-30
to ensure it appropriately reflects all of the Company’s arrangements that include multiple performance obligations.

Note 11 – Segment Information, page F-38

7.
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 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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page F-38 to clearly identify the specific measure of segment profit or loss used
by the CODM in assessing performance and allocating resources, as required by ASC 280-10-50-22. The Company has also revised the disclosure
on page F-38 to quantify the other segment items reviewed by the CODM and to provide a brief qualitative description of what those items
include, consistent with ASC 280-10-50-26B.

    2

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.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on page 86 to include the materially complete description of the stockholders agreement, as amended
and restated on January 18, 2024.

The Company removed references to being a controlled
company based on a determination that the Company is not a controlled company and will not be a controlled company following the IPO
transaction. A “controlled company” is one in which more than 50% of the voting power for the election of directors is held
by an individual, a group, or another company. No individual or company currently holds nor will hold, following the IPO transaction,
more than 50% of such voting power. The amended and restated stockholders agreement will terminate upon the closing of the IPO transaction and will not be
replaced by any new stockholders agreement. No written or oral agreement currently exists nor will exist following the IPO transaction
among any of the Company’s current stockholders to act together for the purpose of acquiring, holding, voting or disposing of any
of the Company’s equity securities. As a result, no “group” as defined in Rule 13d-5(b)(1) of the Exchange Act currently
holds nor will hold following the IPO transaction more than 50% of the voting power for the election of directors.

We hope the foregoing has been responsive to your comments. If you
have any questions or comments regarding the foregoing, please contact Tony Brown via email at tony.brown@roc.ai.

    Very truly yours,

    /s/ Scott Swann

    Scott Swann

    Chief Executive Officer

    Cc: Soyoung Lee, Esq.

    3

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

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