Rank One Computing Corp美股招股说明书(2026-02-20版)

4,000,000 Sharesof Common StockRepresentative Warrants to Purchase up to 280,000 Shares of Common Stock280,000 Shares of Common Stock Underlying the Representatives Warrants This is a firm commitment initial public offering of 4,000,000 shares of common stock, par value $0.01 per share, of Rank OneComputing Corporation (the “Company” and “ROC”), a Colorado corporation. Prior to this offering, there has been no public market for our common stock. The initial public offering price in this offering is $6.00per share. All share and per share information in this prospectus is presented giving effect to a forward stock split, effective January 8,2026, onthe basis of 167 shares of the Company’s common stock for every 1 share of issuedand outstanding shares of the Company’scommon stock (the “Stock Split”), retrospectively for all periods presented, unless otherwise stated or the context otherwise requires. Our common stock has been approved for listing on the Nasdaq Capital Market, or Nasdaq, under the symbol “ROC”. We are an emerging growth company under the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting company” asdefined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and, as such, may elect to comply with certain reducedpublic company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being anEmerging Growth Company” and“Prospectus Summary — Implications of Being a Smaller Reporting Company.” Investing in our common stock is speculative and involves a high degree of risk. Before making any investment decision, youshould carefully review and consider all the information in this prospectus,including the risks and uncertainties describedunder “Risk Factors” beginning on page 10. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. (1)Please see “Underwriting” beginning on page 97 for additional information regarding underwriters’ compensation. (2)We have also agreed to issue to the representatives of the underwriters warrants to purchase a number of shares of common stockequal to seven percent (7%) of the total number of shares of common stock sold in this offering at an exercise price equal to onehundred twenty percent (125%) of the initial public offering price of the shares of common stock sold in this offering. For adescription of the other terms of compensation to be received by the underwriters, see “Underwriting.” We have granted a 30-day option to the representative of the underwriters to purchase up to 600,000 additional shares of commonstock solely to cover over-allotments, if any. If the representative of the underwriters exercises the option in full, based on the initialpublic offering price of $6.00 per share, the additional underwriting discounts and commissions from the over-allotment optionexercise will be $252,000 and the additional proceeds to us, before expenses, from the over-allotment option exercise will be$3,348,000. The underwriters expect to deliver the shares of common stock to purchasers on or about February 23, 2026. The date of this prospectus is February 19, 2026. TABLE OF CONTENTS PAGEPROSPECTUS SUMMARY1SUMMARY OF FINANCIAL INFORMATION7RISK FACTORS10CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS44USE OF PROCEEDS45DIVIDEND POLICY45CAPITALIZATION46DILUTION47MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS49BUSINESS57MANAGEMENT75EXECUTIVE AND DIRECTOR COMPENSATION83PRINCIPAL STOCKHOLDERS86CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS87DESCRIPTION OF CAPITAL STOCK88SHARES ELIGIBLE FOR FUTURE SALE91MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS93UNDERWRITING97LEGAL MATTERS102EXPERTS102WHERE YOU CAN FIND ADDITIONAL INFORMATION102INDEX TO FINANCIAL STATEMENTSF-1 You should only rely on the information contained in this prospectus and in any free writing prospectus prepared by or onbehalf of us and delivered or made available to you. Neither we nor the underwriters have authorized anyone to provide youwith additional or different information. We are offering to sell, and seeking offers to buy, shares of our common stock only injurisdictions where offers and sales are permitted. The information contained in this prospectus or a free writing prospectus isaccurate only as of its date, regardless of its time of delivery or of any sale of shares of our common stock. Our business,financial condition, operating results, and prospects may have changed since that date. For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offeringor possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the UnitedSt