Rockley Photonics (RKLYQ) 10-K 15 May 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 10, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40735
Entity Registrant Name	Rockley Photonics Holdings Limited
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line Two	3rd Floor
Entity Address, Address Line One	1 Ashley Road
Entity Address, City or Town	Altrincham
Entity Address, Country	GB
Entity Address, Postal Zip Code	WA14 2DT
Country Region	+44
City Area Code	1865
Local Phone Number	292017
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		132,923,224
Entity Tax Identification Number	98-1644526
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001852117
Entity Public Float	$ 26,721,463
Auditor Name	Ernst & Young LLP
Auditor Location	San Jose, California
Auditor Firm ID	42

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 22,986	$ 36,786
Short-term investments, at fair value	0	26,965
Accounts receivable, net of allowance of $0 and $302	122	1,359
Other receivables, net of allowance of $0 and $141	32,244	47,462
Prepaid expenses	7,091	6,795
Other current assets	6	7
Total current assets	62,449	119,374
Long-term investments, at fair value	0	17,659
Property, equipment, net	9,956	10,187
Equity method investment	3,653	4,879
Intangible assets	2,963	3,048
Other non-current assets	4,565	7,683
Total assets	83,586	162,830
Current liabilities
Trade payables	19,788	6,882
Accrued expenses	12,818	17,360
Debt, current portion	113,274	26,312
Warrant liabilities	31,419	0
Other current liabilities	1,544	1,238
Total current liabilities	178,843	51,792
Long-term debt, net of current portion	0	0
Warrant liabilities	0	3,477
Other long-term liabilities	4,097	3,743
Total liabilities	182,940	59,012
Commitments and contingencies (Note 15)
Shareholders' equity (deficit)
Ordinary shares, $0.000004 par value; 12,443,961,038 and 12,417,500,000 authorized as of December 31, 2022 and December 31, 2021; 132,923,224 and 127,860,639 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	0	0
Additional paid-in-capital	525,582	504,714
Accumulated deficit	(624,936)	(400,896)
Total shareholders' equity (deficit)	(99,354)	103,818
Total liabilities and shareholders' equity deficit	$ 83,586	$ 162,830

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 0	$ 302
Other receivable, allowance for credit loss	$ 0	$ 141
Ordinary shares, par value (in dollars per share)	$ 0.000004	$ 0.000004
Ordinary shares authorized (in shares)	12,443,961,038	12,417,500,000
Ordinary shares issued (in shares)	132,923,224	127,860,639
Ordinary shares outstanding (in shares)	132,923,224	127,860,639

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 3,248	$ 8,213
Cost of revenue	8,461	11,416
Gross profit	(5,213)	(3,203)
Operating expenses:
Selling, general, and administrative expenses	61,532	39,976
Research and development expenses	103,095	72,573
Total operating expenses	164,627	112,549
Loss from operations	(169,840)	(115,752)
Other income (expense):
Forgiveness of PPP loan	0	2,860
Other income	(348)	0
Interest expense, net	(14,697)	(4,781)
Equity method investment loss	(523)	(703)
Change in fair value of debt instruments	(73,361)	(59,916)
Change in fair value of warrant liabilities	44,138	10,827
Gain (loss) on foreign currency	(5,905)	119
Total other income (expense)	(50,696)	(51,594)
Loss before income taxes	(220,536)	(167,346)
Provision for income tax	3,504	667
Net loss	$ (224,040)	$ (168,013)
Net loss per share:
Basic (in dollars per share)	$ (1.72)	$ (1.66)
Diluted (in dollars per share)	$ (1.72)	$ (1.66)
Weighted-average shares outstanding:
Basic (in shares)	130,348,047	100,917,939
Diluted (in shares)	130,348,047	100,917,939

Consolidated Statements of Shar

Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) $ in Thousands	Total	SC Health	SC Health Sponsor	Number of Ordinary Shares	Number of Ordinary Shares SC Health	Number of Ordinary Shares SC Health Sponsor	Ordinary Shares and Additional Paid-in Capital	Ordinary Shares and Additional Paid-in Capital SC Health	Ordinary Shares and Additional Paid-in Capital SC Health Sponsor	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020				83,539,382
Beginning balance at Dec. 31, 2020	$ (31,307,000)						$ 201,576,000			$ (232,883,000)
Increase (Decrease) in Stockholders' Equity
Net loss	(168,013)									(168,013)
Exercise of stock options (in shares)				1,557,218
Exercise of stock options	932						932
Exercise of warrants (in shares)				4,115,118
Exercise of warrants	379						379
Issuance of warrants	263						263
Conversion of convertible notes to ordinary shares (in shares)				15,896,210
Conversion of convertible notes to ordinary shares	181,404						181,404
Equity consideration issued (in shares)				10,000,000	1,777,031	10,562,500
Equity consideration issued	100,000	$ 17,966	$ 50,000				100,000	$ 17,966	$ 50,000
Vesting of restricted stock units (in shares)				24,668
Stock-based compensation	12,013						12,013
Transaction costs	(45,515)						(45,515)
Private warrants	(14,304)						(14,304)
Ordinary share issuance, net of issuance costs (in shares)				388,512
Ending balance (in shares) at Dec. 31, 2021				127,860,639
Ending balance at Dec. 31, 2021	103,818						504,714			(400,896)
Increase (Decrease) in Stockholders' Equity
Net loss	(224,040)									(224,040)
Exercise of stock options (in shares)				2,129,267
Exercise of stock options	1,389						1,389
Conversion of convertible notes to ordinary shares (in shares)				1,542,206
Conversion of convertible notes to ordinary shares	5,548						5,548
Issuance or ordinary shares under employee stock purchase plan, net of taxes (in shares)				392,509
Issuance or ordinary shares under employee stock purchase plan, net of taxes	1,045						1,045
Vesting of restricted stock units (in shares)				998,603
Vesting of restricted stock units	(359)						(359)
Stock-based compensation	14,325						14,325
Transaction costs	(1,080)						(1,080)
Ending balance (in shares) at Dec. 31, 2022				132,923,224
Ending balance at Dec. 31, 2022	$ (99,354)						$ 525,582			$ (624,936)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (224,040)	$ (168,013)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment	6,394	4,640
Non-cash operating lease cost	1,364	917
Loss on disposal of property and equipment	42	0
Bad debt expense and allowance for doubtful accounts	(141)	820
Accretion of marketable securities to redemption value	(131)	(122)
Net realized loss on sale of marketable securities	(347)	0
Stock-based compensation	14,333	12,013
Change in equity-method investment	1,226	323
Change in fair value of debt instrument	73,361	59,916
Change in fair value of warrant liabilities	(44,138)	(10,827)
Forgiveness of Paycheck Protection Program loan	0	(2,860)
Non-cash interest on convertible notes	5,536	0
Changes in operating assets and liabilities:
Accounts receivable	1,237	2,887
Other receivables	15,359	(29,579)
Prepaid expenses and other current assets	(295)	(4,868)
Other non-current assets	2,967	(6,712)
Trade payables	10,698	1,663
Accrued expenses	11,644	10,946
Other current and long-term liabilities	(1,266)	2,855
Net cash used in operating activities	(126,197)	(126,001)
Cash flows from investing activities:
Purchase of property and equipment	(4,457)	(7,840)
Purchase of marketable securities	0	(54,688)
Proceeds from sale and maturity of marketable securities	45,102	10,186
Payment for asset acquisition	0	(500)
Net cash provided by (used in) investing activities	40,645	(52,842)
Cash flows from financing activities:
Proceeds from convertible loan notes	106,154	76,723
Principal payments on long-term debt	(26,311)	(5,000)
Proceeds from issuance of ordinary shares	0	167,966
Proceeds from exercise of options	1,391	932
Proceeds from the exercise of warrants	0	379
Proceeds from issuance of warrants	0	263
Debt issuance costs incurred		(383)
Transaction costs	(17,940)	(44,479)
Withheld taxes paid on behalf of employees on net settled stock-based awards	(368)	0
Proceeds from bridge notes	8,826	0
Net cash provided by financing activities	71,752	196,401
Net increase (decrease) in cash and cash equivalents	(13,800)	17,558
Cash and cash equivalents:
Beginning of period	36,786	19,228
End of period	$ 22,986	$ 36,786

Description of Business and Sig

Description of Business and Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Significant Accounting Policies	1. Description of Business and Significant Accounting Policies Description of Business Rockley specializes in the research and development of integrated silicon photonics chipsets. Rockley has developed a versatile, application specific, third-generation silicon photonics platform specifically designed for the optical integration challenges facing numerous mega-trend markets. Rockley has partnered with multiple tier-1 On August 11, 2021, Rockley Photonics Limited (“Legacy Rockley”) completed a business combination (the “Business Combination”) with SC Health Corporation, a special purpose acquisition company (“SC Health”), with Rockley Photonics Holdings Limited and its subsidiaries surviving the merger. Upon the consummation of the Business Combination, the Company became a publicly traded company listed on the New York Stock Exchange (“NYSE”) under the symbol “RKLY”. For additional information on the Business Combination, please refer to Note 2 Business Combination Going Concern The Company has incurred net losses since inception, has an accumulated deficit of $624.9 million as of December 31, 2022 and negative cash flow from operations of $126.2 million for the year ended December 31, 2022 and expects to incur losses from operations for the foreseeable future. As of December 31, 2022, the Company had cash, cash equivalents and investments of approximately $23.0 million. Our financing agreements prior to the bankruptcy proceedings noted below also contained restrictive covenants, including a requirement to maintain a minimum amount of cash on hand, that limited our ability to take certain actions. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Such adjustments could be material. On March 10, 2023, we filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code in the Bankruptcy Court to implement the “Plan of Reorganization” in order to facilitate the Company’s restructuring. On March 10, 2023, the Bankruptcy Court entered its Order approving the Plan of Reorganization. Rockley’s ordinary shares and public warrants have been delisted from the New York Stock Exchange and Rockley intends to file to deregister as a public company shortly after the filing of this Form 10-K. Global Pandemic The COVID-19 COVID-19 We continually evaluate the nature and extent of changes to the market and economic conditions related to the COVID-19 Basis of Presentation and Preparation The accompanying consolidated financial statements have been prepared by the Company, and reflect all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of management, necessary for the fair presentation of our financial position, results of operations, comprehensive income, cash flows and shareholders’ equity for the periods presented. The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the U.S. SEC. All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. We accounted for the Business Combination as a forward recapitalization in accordance with GAAP (the “Forward Recapitalization”). Under this method of accounting, SC Health was treated as the acquired company and Legacy Rockley was deemed to be the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Forward Recapitalization was treated as the equivalent of Legacy Rockley issuing stock for the net assets of SC Health, accompanied by a recapitalization. The net assets of SC Health are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Forward Recapitalization are those of Legacy Rockley. The consolidated financial statements of the combined company post-Forward Recapitalization represents the combined results of Rockley and SC Health beginning August 11, 2021, the date the Business Combination was consummated. The shares, corresponding capital amounts and earnings per share available for shareholders of Legacy Rockley, prior to the Business Combination, converted into the right to receive 2.4835 shares (the “Exchange Ratio”) of ordinary shares, par value $0.000004 (the “ordinary shares”). The recapitalization of the number of ordinary shares attributable to Legacy Rockley is reflected retroactively as shares reflecting the Exchange Ratio to the earliest period presented and is utilized for calculating earnings per share in all prior periods presented. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates include, but are not limited to, revenue recognition, reserves and allowances; valuation of intangibles; product warranties; employee compensation and benefit accruals; stock-based compensation; loss contingencies; income taxes; fair value measurements; and warrant liabilities. Actual results could differ materially from those estimates. Management’s estimates include, as applicable, the anticipated impacts of the COVID-19 Certain reclassifications have been made to the prior year presentation to conform to the current year presentation. These reclassifications had no impact on consolidated net loss, consolidated shareholder’s equity, earnings per share, or cash flows as previously reported. Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid investments with an original maturity of three months or less at the time of purchase. Accounts Receivable Accounts receivable is recorded at the invoiced amount and do not bear interest. We assess the need for an allowance for doubtful accounts based upon an analysis of past credit history and the current financial condition of its customers, as well as the consideration of expected trends based upon characteristics of the accounts and general economic conditions. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Equity Method Investments Equity method investments are all entities over which we have significant influence but not control or joint control. Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the post-acquisition profits or losses of the investee in the consolidated statement of operations. Earnings and losses of equity method investments are based on the most recently available financial statements of the investee. Basis differences between the cost of an equity method investment and the underlying equity in the long-lived assets are amortized over the estimated economic useful life of the underlying long-lived asset. We periodically review our equity method investments for impairment and record a reduction in the carrying value, if and when necessary. To date, no such impairment losses have been recorded. Available-for-Sale The investments in debt securities are classified as available-for-sale Unrealized gains and temporary losses, net of related taxes, are included in accumulated other comprehensive income (loss) (“AOCI”). Upon realization, those amounts are reclassified from AOCI to earnings. The amortization of premiums and discounts on the investments are included in our results of operations. Realized gains and losses are calculated based on the specific identification method. We classify our investments as current or non-current Other-than-Temporary Impairments on Investments All of our available-for-sale Property and Equipment, Net Property and equipment are recorded at cost and presented net of accumulated depreciation and amortization. Significant additions or improvements extending the useful life of an asset are capitalized, while repairs and maintenance costs are expensed as incurred. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the useful life of the assets. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Computer equipment 3 years Lab equipment 3 years Furnitures and fixtures 4 years Leasehold improvements Shorter of the lease term and the useful life Impairment of Long-Lived Assets We evaluate our long-lived assets, such as property and equipment, and right-of-use The Company tests other intangible assets not subject to amortization for impairment annually and more frequently if events or changes in circumstances between annual tests indicate that it is more likely than not that the asset is impaired. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets. To date, no such impairment losses have been recorded. Revenue Recognition We generate our revenue principally from development services, which entails developing the customer-specific designs of photonics chips. Revenue is recognized when control of promised goods and services are transferred to customers in an amount that reflects the expected consideration in exchange for those products and services. This principle is achieved by applying the following five-step approach: • Identification of the contract with a customer— • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when or as performance obligations are satisfied Contract balances 30-45 Costs to obtain and fulfill a contract— Foreign Currency Transactions The Company’s reporting currency is the U.S. dollar and the functional currency of the Company’s foreign subsidiaries is the U.S. dollar. Assets and liabilities that are not denominated in the functional currency are remeasured into the functional currency with any related gain or loss recorded in earnings. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in realized and unrealized losses/(gains) on foreign currency in the accompanying consolidated statements of operations. Segment Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company determined that it has one operating and reportable segment. Concentration of Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, available-for-sale Net Loss Per Share Basic earnings per share is calculated using our weighted-average outstanding ordinary shares. Diluted earnings per share is calculated using our weighted-average outstanding ordinary shares including the dilutive effect of outstanding equity instruments as determined under the treasury stock method. For periods in which we report net losses, diluted net loss per ordinary share attributable to ordinary stockholders is the same as basic net loss per ordinary share attributable to ordinary stockholders, because all potentially dilutive ordinary shares are anti-dilutive. Stock-Based Compensation We recognize all stock-based awards to employees and directors as stock-based compensation expense based upon their fair values on the date of grant. Compensation expense is generally recognized as expense on a straight-line basis over the service period based on the vesting requirements. We recognize forfeitures as they occur. We estimate the fair value of stock options granted to employees using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (i) the fair value of ordinary shares, (ii) the expected stock price volatility, (iii) the expected term of the award, (iv) the risk-free interest rate and (v) expected dividends. The grant-date fair value of restricted stock is calculated based on the fair value of the underlying ordinary shares . We measure nonemployee awards at their fair value on the adoption date of ASU No. 2018-07. No. 2018-07 We granted options and restricted stock units which vest on the satisfaction of a service-based condition. Warrants We determine the accounting classification of warrants, as either liability or equity classified, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting 815-40, Accounting 480-10, 815-40, 815-40, 815-40 Leases Our lease portfolio is comprised of two major classes: real estate leases, which are the majority of our leased assets, are accounted for as operating leases and a manufacturing equipment lease accounted for as a finance lease on the consolidated balance sheet. We classify leases as either operating or financing. We determine if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all the economic benefits from and have the ability to direct the use of the asset. Operating lease assets are included under other non-current right-of-use ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments is used. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease We elected, as an accounting policy for leases of real estate, to account for lease and non-lease Variable payments, such as common area charges, maintenance, insurance and taxes, are primarily based on the amount of space occupied. These payments in the Company’s leases are not dependent on an index or a rate and are excluded from the measurement of the lease liabilities and recognized in the consolidated statements of operations in the period in which the obligation for those payments is incurred. The Company remeasures lease payments when the contingency underlying such variable payments is resolved such that some or all of the remaining payments become fixed. Cost of Revenue Our cost of revenue consists of costs related to the Company’s development services which includes cost of materials, cost associated with packaging and assembly, testing and shipping, cost of personnel, including stock-based compensation, and equipment associated with manufacturing support, logistics and quality assurance, overhead and occupancy costs. Research and Development Expenses (R&D) Research and development expense consists primarily of personnel costs for engineers and third parties engaged in the design and development of products, software and technologies, including salary, bonus and share-based compensation expense, project material costs, services and depreciation. The Company expenses research and development costs as they are incurred . Selling, General and Administrative Expenses Selling, general and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing, and human resources; depreciation expense and rent relating to facilities; travel costs; professional fees; and other general corporate costs. Human capital expenses primarily include salaries, benefits, bonuses and stock-based compensation. As we continue to grow as a company, we expect that our selling, general and administrative costs will increase on an absolute dollar basis. Income Taxes Deferred income taxes are provided on a liability method, whereby deferred income tax assets are recognized for deductible temporary differences, operating losses, and tax loss carryforwards, and deferred income tax liabilities are recognized for taxable temporary differences. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred income tax assets are reduced by a valuation allowance when, considering all sources of taxable income, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. The income tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, Modification of Equity Classified Written Call Options 2021-04 In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance 2021-10 2021-10 Accounting Pronouncements Issued but Not Yet Adopted Other recent accounting pronouncements not yet adopted are not expected to have a material impact on the Company’s consolidated financial statements.

Business Combination

Business Combination	12 Months Ended
	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Business Combination	2. Business Combination On August 11, 2021 (the “Closing Date”), Legacy Rockley, SC Health, and Rockley Mergersub Limited, an exempted company incorporated in the Cayman Islands as a direct wholly owned subsidiary of the Company (“Merger Sub”), consummated the business combination contemplated by the Business Combination Agreement and Plan of Merger, dated as of March 19, 2021 (the “Business Combination Agreement”). Immediately upon the consummation of the Business Combination, Legacy Rockley became a wholly owned subsidiary of the Company and Merger Sub merged with and into SC Health, with SC Health surviving the merger and becoming a direct wholly owned subsidiary of the Company. Subsequently, SC Health’s ordinary shares and warrants ceased trading on the NYSE while the Company’s ordinary shares and warrants began trading on the NYSE under the symbols “RKLY” and “RKLY.WS,” respectively. Pursuant to the Business Combination Agreement, each of the following transactions occurred in the following order: (i) pursuant to a scheme of arrangement approved by the UK courts (the “Scheme”), on August 9, 2021, all of Legacy Rockley’s ordinary shares, including shares issued immediately prior to the Scheme becoming effective as a result of the conversion of then-outstanding convertible loan notes and the exercise of warrants, were transferred by Rockley shareholders in exchange for an equivalent number of shares in the Company; (ii) the holders of options over shares in Legacy Rockley rolled over their options into new options to purchase shares in the Company; (iii) warrants to purchase shares in Legacy Rockley (other than one warrant instrument that by its terms was replicated at the Company) not exercised for shares in Legacy Rockley prior to the effectiveness of the Scheme described above were cancelled, such that immediately following the Scheme, Legacy Rockley became a direct wholly-owned subsidiary of the Company; (iv) the Company subsequently completed a stock-split to prepare its share capital for Merger Sub’s merger into SC Health; (v) certain accredited investors (including entities affiliated with the SC Health Sponsor) purchased an aggregate of 15 million ordinary shares for a purchase price of $10.00 per share, or an aggregate purchase price of $150.0 million; (vi) on August 11, 2021, Merger Sub was merged with and into SC Health, with SC Health surviving the merger and becoming a direct wholly-owned subsidiary of the Company; and (vii) the ordinary shares and warrants in SC Health were exchanged for ordinary shares and warrants in the Company. The Business Combination was accounted for as a forward recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, SC Health was treated as the acquired company and Legacy Rockley was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the existing shareholders of Legacy Rockley obtaining a majority voting power in the Company, and as such, having the power to appoint a majority of the members of the Company’s board of directors (the “Board”); the operations of Legacy Rockley prior to the acquisition comprising the only ongoing operations of the combined entity based on the historical operating activity and employee base; and the senior management of Legacy Rockley comprising the majority of the senior management of the Company. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy Rockley with the acquisition being treated as the equivalent of Legacy Rockley issuing stock for the net assets of SC Health, accompanied by a recapitalization. As a result of the Business Combination, the Company incurred equity issuance costs and other costs considered direct and incremental to the transaction, totaling $45.5 million and consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in Summary of Net Proceeds The following table reconciles the elements of the net proceeds from the Business Combination as of December 31, 2021 (in thousands): Recapitalization Cash inflow from SC Health’s trust account, net of redemptions $ 17,966 Cash inflow from PIPE 100,000 Cash inflow from SC Health Sponsor 50,000 Less: Transaction Costs (45,515 ) Net cash received from the Business Combination $ 122,451 Summary of Shares Issued The total number of shares of the Company’s ordinary shares issued and outstanding immediately following the consummation of the Business Combination was approximately 126.7 million, comprising (in thousands): Number of Shares Current Rockley’s shareholders prior to the Business Combination 104,016 SC Health Shareholders 1,777 Sponsor Shareholders 10,563 PIPE Investors 10,000 Other Shareholders 1 319 Total number of shares 126,675 1 The Company issued 319,000 ordinary shares at a value of $10.0 per share to Cowen and Company LLC (“Cowen”) and BCW Securities LLC in lieu of cash payment for a portion of the fees payable $3.2 million to Cowen as part of the transaction costs.

Segment, Geographic, and Signif

Segment, Geographic, and Significant Customer Information	12 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Segment, Geographic, and Significant Customer Information	3. Segment, Geographic, and Significant Customer Information The following table presents our revenue disaggregated by primary geographical market where revenues are attributable to the region in which the billing address of the customer is located (in thousands): December 31, 2022 2021 United States $ 3,248 $ 6,778 Rest of World — 1,435 Total revenue $ 3,248 $ 8,213 The following tables summarize our most significant customers as of and for the years ended December 31, 2022 and 2021: Revenue Accounts receivable December 31, December 31, 2022 2021 2022 2021 Customer A 91 % 82 % — % 72 % Customer B — % 4 % — % — % The following table presents property, equipment and intangible assets held in the U.S. and internationally in various foreign subsidiaries as of December 31, 2022 and 2021: December 31, 2022 2021 United States $ 7,917 $ 8,442 Rest of World 4,229 3,031 Total property, equipment and intangible assets $ 12,146 $ 11,473

Equity Method Investment

Equity Method Investment	12 Months Ended
	Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investment	4. Equity Method Investment As of December 31, 2022 and 2021, we held an investment in Hengtong Rockley Technology Co., Ltd (“HRT”) and we appointed two of the HRT’s five board members. HRT manufactures and sells optical fiber transceivers based on silicon photonics chipsets. HRT has share capital consisting solely of ordinary shares. We hold 24.9% of HRT’s ordinary shares, and the same proportion of its voting rights. We consider HRT to be a variable interest entity upon which the Company does exercise significant influence. However, considering key factors, such as ownership interest, representation on the board of directors, and participation in policy-making decisions, the Company concluded it does not control the investment. Accordingly, the investment in HRT is accounted for under the equity method. We elected to use a three-month lag to record our share of HRT’s results. See Note 13, Related Party Transactions for details of the Company’s transactions with HRT. The following table summarizes our investment in HRT for the years ended December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Balance at the beginning of the year $ 4,879 $ 5,202 Remeasurement gain on HRT (703 ) 380 Share of loss of HRT (523 ) (703 ) Balance at the end of the year $ 3,653 $ 4,879 Our maximum exposure to loss as a result of our involvement with HRT is limited to the balance of our investment.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	5. Fair Value Measurements The accounting guidance for fair value measurements provides a framework for measuring fair value on either a recurring or nonrecurring basis, whereby the inputs used in valuation techniques are assigned a hierarchical level. The following are the three levels of inputs to measure fair value: Level 1: Level 2: Level 3: We consider an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and consider an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our own or the counterparty’s non-performance Investments The following is a summary of our investments at their cost or amortized cost for the years ended December 31, 2022 and 2021 (in thousands): As of December 31, December 31, Corporate bonds and commercial paper $ — $ 20,042 U.S. Treasury securities — 24,587 Total investments $ — $ 44,629 The fair value of our investments approximates their cost or amortized cost for both periods presented. The following table presents the contractual maturities of our debt investments as of December 31, 2021 (in thousands): Amortized Cost Fair Value Due in one year or less $ 26,945 $ 26,961 Due after one year through five years 17,684 17,663 $ 44,629 $ 44,624 Actual maturities may differ from the contractual maturities because borrowers may have the right to call or prepay certain obligations. Fair Value of Financial Instruments The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands): December 31, 2022 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 22,986 $ 22,986 $ — Total cash and cash equivalents $ 22,986 $ 22,986 $ — December 31, 2021 Fair Value Measurements at Reporting Total Level 1 Level 2 Cash and cash equivalents $ 36,786 $ 36,786 $ — Corporate bonds and commercial paper 20,037 — 20,037 U.S. Treasury securities 24,587 24,587 Total cash, cash equivalents and investments $ 81,410 $ 61,373 $ 20,037 The financial liabilities subject to fair value measurement on a recurring basis, were as follows (in thousands): As of December 31, December 31, Financial Liabilities Private Placement warrants $ 18 $ 3,477 2026 Convertible Notes (May Notes) 23,501 — 2026 Convertible Notes (Oct Notes) 89,773 — Warrants issued in connection with the 2026 Convertible Notes (May 144A Warrants) 4,662 — Warrants issued in connection with the 2026 Convertible Notes (Oct 144A Warrants) 26,739 — Total financial liabilities $ 144,693 $ 3,477 Private Placement Warrants The Private Placement Warrants are accounted for as liabilities in accordance with the FASB’s Accounting Standards Codification (“ASC”) 815-40 The Private Placement Warrants are measured at fair value on a recurring basis. The measurement of the warrants as of December 31, 2022 and 2021 was $18 thousand and $3.5 million, respectively. The Company has classified the Private Placement Warrants as a liability due to certain settlement terms and provisions related to certain tender offers and indexation characteristics following the Business Combination and has accounted for them as liability instruments in accordance with ASC 815, adjusting the fair value at the end of each reporting period. Additionally, the Company has determined that the Private Placement Warrants are classified within Level 3 of the fair value hierarchy as the fair value is estimated using the Modified Black Scholes Option Pricing Model. The following table presents the changes in the fair value of the Private Placement Warrants (in thousands): Initial measurement, August 11, 2021 $ 14,304 Mark-to-market (10,827 ) Warrant Liabilities balance, December 31, 2021 3,477 Mark-to-market (3,459 ) Warrant Liabilities balance, December 31, 2022 $ 18 May Notes On May 27, 2022, we issued $81.5 million aggregate principal amount of the 2026 Convertible Notes (the “May Notes”) and detachable warrants (the “May 144A Warrants”) to purchase approximately 26.5 million ordinary shares of the Company (see Note 7, Debt and Note 8, Warrants for details). At December 31, 2022, after accounting for conversions and additional issuances described further in Note 7—“Debt”, the outstanding principal balance of the May Notes was $29.3 million . At December 31, 2022, the fair value of the outstanding principal of the May Notes was $23.5 million which was measured using a lattice model (which is discussed in further detail below) with the following significant inputs: Fair value per share of ordinary shares, net of 4.0% discount for lack of marketability $ 0.14 Risk-free interest rate 4.18 % Expected volatility 107.5 % Expected term, in years 3.37 Credit spread (bps) 1,558 Coupon rate (all cash) 9.5 % Coupon rate (cash & payment-in-kind) Cash 5.75 % Payment-in-kind 6.25 % For the year ended December 31, 2022, we recorded a change in fair value of $26.5 million from the remeasurement of the May Notes, as follows (in thousands). Fair value at May 27, 2022 $ 50,487 Less: issuance discount (505 ) Less: conversion of May notes to equity (4,750 ) Less: payoff of principal of May Notes with proceeds from October Notes (51,965 ) Add: Accrued interest converted to principal 2,020 Add: issuance in-kind 1,706 Add: Change in fair value 26,508 Fair value at December 31, 2022 $ 23,501 Binomial Lattice Model A lattice model was used to determine the fair value of the May Notes based on assumptions as to when the May Notes would be converted or redeemed at each decision point. Within the lattice model, the following assumptions were made: (i) each holder shall have the option to convert the May Notes to the Company’s ordinary shares at a rate of 324.6753 (the “conversion rate”) per $1,000 principal amount of May Notes prior to the close of the second trading date immediately preceding the maturity date; (ii) at any time prior to the maturity date, the Company may redeem the May Notes in an amount equal to the sum of the redemption price plus the redemption premium; (iii) the holders may surrender the May Notes subject to the optional redemption or tax redemption at any time prior to the close of business on the second trading day immediately preceding the redemption date; and (iv) upon any conversion, other than a conversion “in connection with” a Make-Whole Fundamental Change, Springing Repurchase Offer, a Make-Whole Redemption or a Tax Redemption, the Company will make an interest make-whole payment to the converting holder equal to the sum of the remaining scheduled payments of interest that would have been made on the May Notes to be converted had such May Notes remained outstanding from the conversion date to and including the maturity date. The lattice model uses the stock price, maturity date, risk-free rate, estimated stock volatility, and estimated credit spread. We remeasure the fair value of the debt instrument and record the change as a gain or loss from change in fair value of debt in the statements of operations for each reporting period. May 144A Warrants issued in connection with the May Notes In connection with the issuance of the May Notes, we issued detachable May 144A Warrants which were bifurcated from the May Notes and recorded at fair value as a liability. At December 31, 2022, the fair value of the May 144A Warrants was $4.7 million which was measured using the Monte Carlo simulation method. The May 144A Warrants’ ratchet anti-dilution provision creates path-dependent exercise prices of the May 144A Warrants. The Company therefore concluded that the Monte Carlo simulation model is the appropriate method to fair value the May 144A Warrants and the inputs of the valuation model are classified as “Level 3”. The following key inputs to the Monte Carlo simulation model were used at December 31, 2022: Fair value per share of ordinary shares, net of 4.0% discount for lack of marketability $ 0.14 Interest rate 3.8 % Expected volatility 107.5 % Initial exercise price $ 5.00 Exercise floor price $ 2.80 For the year ended December 31, 2022, we recorded a change in fair value of $(26.0) million from the initial issuance date of the May 144A Warrants, as follows (in thousands). Fair value at May 27, 2022 $ 31,013 Less: Issuance discount (309 ) Add: Change in fair value (26,042 ) Fair value at December 31, 2022 $ 4,662 October Notes On October 25, 2022, we (i) sold approximately $90.6 million in aggregate original principal amount of a new series of senior secured notes due 2026 (the “October Notes”) and detachable warrants (the “October 144A Warrants”) to purchase approximately $131.6 million ordinary shares of the Company (see Note 7, Debt and Note 8, Warrants for details); and (ii) repurchased all of the Bridges Notes (see Note 7, Debt for details) in an aggregate principal amount of $12.4 million and a portion of the May Notes in an aggregate original principal amount of $50.0 million. At December 31, 2022, the fair value of the outstanding principal of the October Notes was $89.8 million which was measured using a lattice model (which is discussed in further detail below) with the following significant inputs: Fair value per share of ordinary shares, net of 4.0% discount for lack of marketability $ 0.14 Risk-free interest rate 4.18 % Expected volatility 107.5 % Expected term, in years 3.37 Credit spread (bps) 1,158 Coupon rate (all cash) 12.5 % Coupon rate (cash & payment-in-kind) Cash 5.75 % Payment-in-kind 9.25 % For the year ended December 31, 202 2 Fair value at October 25, 2022 $ 48,683 Less: issuance discount (685 ) Funds in escrow at December 31, 2022 (5,078 ) Add: Change in fair value 46,853 Fair value at December 31, 2022 $ 89,773 Binomial Lattice Model A lattice model was used to determine the fair value of the October Notes based on assumptions as to when the October Notes would be converted or redeemed at each decision point. Within the lattice model, the following assumptions were made: (i) each holder shall have the option to convert the October Notes to the Company’s ordinary shares at a rate of 1,451.7581 (the “conversion rate”) per $1,000 principal amount of October Notes prior to the close of the second trading date immediately preceding the maturity date; (ii) at any time prior to the maturity date, the Company may redeem the October Notes in an amount equal to the sum of the redemption price plus the redemption premium; (iii) the holders may surrender the October Notes subject to the optional redemption or tax redemption at any time prior to the close of business on the second trading day immediately preceding the redemption date; and (iv) upon any conversion, other than a conversion “in connection with” a Make-Whole Fundamental Change, Springing Repurchase Offer, a Make-Whole Redemption or a Tax Redemption, the Company will make an interest make-whole payment to the converting holder equal to the sum of the remaining scheduled payments of interest that would have been made on the October Notes to be converted had such October Notes remained outstanding from the conversion date to and including the maturity date. The lattice model uses the stock price, maturity date, risk-free rate, estimated stock volatility, and estimated credit spread. We remeasure the fair value of the debt instrument and record the change as a gain or loss from change in fair value of debt in the statements of operations for each reporting period. October 144A Warrants issued in connection with the October Notes In connection with the issuance of the October Notes, we issued detachable October 144A Warrants which were bifurcated from the October Notes and recorded at fair value as a liability. At December 31, 2022, the fair value of the October 144A Warrants was $27.1 million which was measured using the Monte Carlo simulation method. The October 144A Warrants’ ratchet anti-dilution provision creates path-dependent exercise prices of the October 144A Warrants. The Company therefore concluded that the Monte Carlo simulation model is the appropriate method to fair value the October 144A Warrants and the inputs of the valuation model are classified as “Level 3”. The following key inputs to the Monte Carlo simulation model were used at December 31, 2022: Fair value per share of ordinary shares, net of 4.0% discount for lack of marketability $ 0.14 Interest rate 3.8 % Expected volatility 107.5 % Initial exercise price $ 1.12 Exercise floor price $ 0.63 For the year ended December 31, 2022, we recorded a change in fair value of $(14.6) million from the initial issuance date of the October 144A Warrants, as follows (in thousands). Fair value at October 25, 2022 $ 41,967 Less: Issuance discount (591 ) Add: Change in fair value (14,637 ) Fair value at December 31, 2022 $ 26,739

Balance Sheet Components

Balance Sheet Components	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Balance Sheet Components	6. Balance Sheet Components Cash and cash equivalents Our cash and cash equivalents balances were concentrated by location as follows: December 31, 2022 2021 United Kingdom 95 % 97 % United States 5 % 3 % Other — % — % Other receivables December 31, 2022 2021 R&D tax credit receivable $ 31,580 $ 45,632 Grants receivable 308 753 VAT receivable 345 1,073 Other receivable, net 11 4 Total other receivables $ 32,244 $ 47,462 Property and equipment, net (in thousands): December 31, 2022 2021 Computer equipment $ 2,361 $ 1,998 Lab equipment 16,960 13,940 Motor vehicles 31 31 Furniture and fixtures 347 315 Leasehold improvements 1,230 1,230 Assets under construction 913 — Total property and equipment $ 21,842 $ 17,514 Less: accumulated depreciation (12,659 ) (9,088 ) Total property and equipment, net $ 9,183 $ 8,426 Total depreciation expense was $6.0 million and $4.2 million for the years ended December 31, 2022, and 2021, respectively. Finance lease right-of-use December 31, 2022 2021 Finance lease right-of-use $ 843 $ 2,966 Less: accumulated amortization (70 ) (1,205 ) Total finance lease right-of-use $ 773 $ 1,761 Amortization expense was $0.4 million and $0.4 million for the years ended December 31, 2022, and 2021, respectively. Intangible assets, net (in thousands): December 31, 2022 2021 In-process $ 3,048 $ 3,048 Less: accumulated amortization (85 ) — Total intangible asset, net $ 2,963 $ 3,048 The Company reviews its intangible assets for potential impairment whenever events or circumstances indicate that the carrying value of the intangible assets may not be recoverable. No impairment charges were recorded for the years ended December 31, 2022, and 2021, respectively. The weighted average amortization period for in-process Estimated amortization expense is $1.0 million for the years ending December 31, 2023 and 2024 and $0.9 million for the year ending December 31, 2025. Other non-current December 31, 2022 2021 Security deposits $ 223 $ 280 Operating right of use assets 4,340 4,577 Prepaid asset, net of current portion 2 2,826 Total other non-current $ 4,565 $ 7,683 Accrued expenses (in thousands): December 31, 2022 2021 Accrued bonus $ 473 $ 7,546 Accrued payroll and benefits 1,776 2,750 Accrued taxes 3,376 439 Accrued fabrication costs 2,548 3,110 Accrued interest expense 2,948 — Accrued transaction costs — 1,004 Accrued restructuring charges 113 — Other accrued expenses 1,584 2,511 Total accrued expenses $ 12,818 $ 17,360 In September 2022, we executed a restructuring plan to reduce costs and redirect resources to our highest priority activities, which included a reduction in our global workforce by approximately 20%. A restructuring charge of $2.2 million was recorded and consisted of employee severance-related costs which is included in selling, general and administrative expenses on the consolidated statements of operations. Substantially all activities under the plan have been completed as of December 31, 2022.

Debt

Debt	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Debt	7. Debt The following table summarizes information relating to our long-term debt, (in thousands): December 31, 2022 Principal Fair Value Adjustment Conversion Interest Debt Funds in Cash Net 2020 Term Facility Loan $ 33,949 $ 6,234 $ (13,003 ) $ 10,123 $ — $ — $ (37,303 ) $ — 2026 Convertible Notes (May Notes) 81,500 (5,808 ) (4,750 ) 3,726 (51,167 ) — — 23,501 2026 Convertible Notes (October Notes) 90,649 4,202 — — — (5,078 ) — 89,773 Total Long-term debt $ 206,098 $ 4,628 $ (17,753 ) $ 13,849 $ (51,167 ) $ (5,078 ) $ (37,303 ) $ 113,274 Less: current portion of long-term debt (113,274 ) Long-term debt, net of current portion $ — 1 Interest from the May Notes relates to the issuance in-kind December 31, 2021 Principal Fair Value Adjustment Conversion Accreted Cash Net 3.0% – 2020 Convertible Notes $ 21,281 $ 16,811 $ (38,092 ) $ — $ — $ — 8.00% – 2020 Convertible Notes 8,000 22,897 (30,897 ) — — — 2020 Term Facility 33,949 6,234 (13,003 ) 4,132 (5,000 ) 26,312 5.00% - $50.0 10,274 2,310 (12,584 ) — — — 5.00% - $25.0 25,000 17,569 (42,569 ) — — — 5.00% - $30.0 30,000 14,258 (44,258 ) — — — Long-term debt, net of current portion $ 128,504 $ 80,079 $ (181,403 ) $ 4,132 $ (5,000 ) $ 26,312 Less: current portion of long-term debt $ (26,312 ) Long-term debt, net of current portion $ — 3.00 On March 9, 2020, Legacy Rockley issued convertible loan notes in an aggregate principal amount of $ 21.3 3.0 3.00 3.00 3.00 20.0 1.3 The 3.00 (a) If in an equity financing raised total proceeds for the Company of not less than $10.0 million then the outstanding principal amount of all notes and any unpaid accrued interest shall automatically convert into the most senior class of equity share at a conversion price of $14.298 per share; or (b) if an equity financing is not raised for the Company, then the outstanding principal amount of all notes and any unpaid accrued interest may convert into the most senior class of share at a conversion price of $14.298 per share. (c) At an exit event, redeem the outstanding notes for an amount equal to the outstanding principal plus accrued interests or convert the outstanding principal amount of all notes and any unpaid accrued interest thereon into the most senior class of share of the Company, at a conversion price equal to the issuance price of $14.298 per share. (d) At the maturity date, convert into the most senior class of shares at a conversion price equal to the issuance price of $14.298 per share. Legacy Rockley elected to account for the 3.00 Upon consummation of the Business Combination discussed in Note 2, Business Combination, the total outstanding principal and accrued unpaid interest of $ 21.9 3.00 3.8 38.1 38.1 3.00 8.00 On February 19, 2020, Legacy Rockley issued convertible loan notes to our board member in an aggregate principal amount of $ 8.0 8.00 8.00 8.00 The 8.00% Convertible Notes were convertible as follows: (a) In the event of an equity financing, the outstanding principal amount of all notes and any unpaid accrued interest shall automatically convert into the most senior class of share at a conversion price being the lower of $14.298 per share or a discounted subscription price of the equity shares; or (b) At an exit event, convert the outstanding principal amount of all notes and any unpaid accrued interest thereon into the most senior class of share of the Company, at a conversion price, equal to a 25% discount to the Series E issuance price of $14.298 per share. (c) At the maturity date, convert into the most senior class of equity share at a conversion price of $14.298. Legacy Rockley elected to account for the 8.00 Upon consummation of the Business Combination discussed in Note 2, Business Combination 8.9 8.00 1.5 15.5 8.00 1.5 15.5 30.9 8.00 2020 Term Facility Loan On September 29, 2020, Legacy Rockley secured a term facility loan of $35.0 million (“2020 Term Facility Loan”). Legacy Rockley had the option to repay the aggregate amount of the loans utilized in full on the maturity date, subject to no Qualified Exit occurring at the time plus the applicable repayment premium payable. The Qualified Exit meant: 1) qualified listing—a flotation or a public offering, the value of which is equal to or exceeds the free float value of $350.0 million; 2) non-qualified non-qualified Upon consummation of the Business Combination discussed in Note 2, Business Combination In May 2022, the Company paid off the total outstanding principal balance and all accrued interest for the 2020 Term Facility Loan balance, which resulted in a total cash payment of $37.3 million. 5.00% – $50.0 Million Convertible Notes On January 11, 2021, Legacy Rockley issued convertible loan notes for an aggregate principal amount of $50.0 million. The 5.00% – $50.0 Million Convertible Notes had an interest rate of 5.00% per annum and contained no financial covenants. The total amount borrowed was $10.3 million. The 5.00% – $50.0 Million Convertible Notes were subject to conversion as follows: (a) In the event of a qualified financing even with total proceeds raised not less than $ 25.0 15 1,500.0 (b) At an exit event, redeem the outstanding principal amount and any unpaid accrued interest on the original principal or convert the outstanding principal amount of all notes and any unpaid accrued interest into the most senior class of share of the Company at a conversion price equal to the lower of 15 1,500.0 (c) At the maturity date, convert into the most senior class of shares at a conversion price by dividing $ 1,500.0 Upon consummation of the Business Combination discussed in Note 2, Business Combination 5.00% – Million Convertible Notes On December 31, 2020, Legacy Rockley issued convertible loan notes in an aggregate principal amount of $25.0 million. The 5.00% – $25.0 Million Convertible Notes had an interest rate of 5.00% per annum and contained no financial covenants. The 5.00% – $25.0 Million Convertible Notes were subject to conversion as follows: (a) In an equity qualified financing event with total proceeds raised not less than $25.0 million, the outstanding principal amount and any unpaid accrued interest automatically convert into the most senior class of share at a conversion price being lower of 25% discount to the per share subscription price of the equity shares or the price obtained by diving $800.0 million by fully diluted share capital of the Company at the date of conversion; (b) At an exit event, redeem the outstanding notes for an amount equal to 100 (c) At the maturity date, convert into the most senior class of shares at a conversion price by dividing $675.0 million by the number of issued shares in the capital of the Company on a fully diluted basis or repay the amount equal to 100% of the outstanding principal amount plus any accrued interest. Upon consummation of the Business Combination discussed in Note 2, Business Combination 5.00% – $30.0 Million Convertible Notes On January 11, 2021, Legacy Rockley issued the 5.00 5.00 The 5.00 30.0 (a) In an equity qualified financing event with total proceeds raised not less than $ 25.0 25 800.0 (b) At an exit event, redeem the outstanding notes for an amount equal to the outstanding principal plus any unpaid accrued interest or convert the outstanding principal amount of all notes and any unpaid accrued interest into the most senior class of share of the Company, at a conversion price equal to the lower of a 25 800.0 (c) At the maturity date, convert into the most senior class of shares at a conversion price by dividing $ 800.0 Upon consummation of the Business Combination discussed in Note 2, Business Combination Paycheck Protection Program Loan On April 21, 2020 (the “Origination Date”), Legacy Rockley received loan proceeds of approximately $2.9 million (“PPP Loan”) from Silicon Valley Bank (the “Lender”) pursuant to the Paycheck Protection Program (“PPP”) established under the CARES (the Coronavirus Aid, Relief and Economic Security) Act of 2020. Payments of principal and interest were deferred for the first six months following the Origination Date, and the PPP Loan was maturing in two years after the Origination Date. The PPP Loan bore interest at 1.0% per annum. In June 2021, the $2.9 million of borrowings outstanding under the PPP was forgiven in full. Forgiveness income was recorded as a component of other income, net in the consolidated statements of operations. May Notes On May 27, 2022, we issued $81.5 million aggregate principal amount of Convertible Senior Secured Notes Due 2026 (the “May Notes”) and warrants (the “May 144A Warrants”) to purchase approximately 26.5 million ordinary shares of the Company. The May Notes bear interest at a rate of 9.5% per annum if paid in cash or, subject to the satisfaction of certain conditions, at a rate of 12.0% per annum payable at a rate of 5.75% per annum in cash and 6.25% per annum through the issuance of additional Notes (“Payment-in-Kind” The Company has also granted the May Note holders an option to purchase up to an additional $81.5 million aggregate principal amount of notes and warrants for a period of 12 months following the date that the registration statement covering the resale of the ordinary shares issuable upon conversion of the May Notes and upon exercise of the May 144A Warrants became effective. The May Notes are convertible at an initial conversion price equal to $3.08 per ordinary share. Holders of the May Notes have the right to convert all or a portion of their May Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, holders of the May Notes will receive ordinary shares and an interest make-whole for interest that would have accrued from the date of conversion until the maturity date, which interest make-whole shall be paid in cash or in ordinary shares at the Company’s election. Following certain corporate events that occur prior to the maturity date or notice of redemption issued by the Company (as defined in the May Indenture), the Company will increase the conversion rate for a holder who elects to convert its May Notes in connection with such a corporate event or who elects to convert any May Notes called for redemption during the related redemption period. Additionally, in the event of a fundamental change (as defined in the May Indenture), the holders of the May Notes may require the Company to repurchase all or a portion of their May Notes at a price equal to the aggregate principal amount of any May Notes to be repurchased plus accrued and unpaid interest thereon plus a make-whole premium (as defined in the May Indenture). The Company may redeem the May Notes in whole, and not in part, at its option, at any time prior to the maturity date, for a cash purchase price equal to the aggregate principal amount of any May Notes to be redeemed plus accrued and unpaid interest plus a make-whole premium as provided in the May Indenture. At any time prior to the maturity date, the Company may also redeem the May Notes in whole, if the last reported sale price of the ordinary shares exceeds 250.0% of the conversion price then in effect for at least 20 trading days (which need not be consecutive), for a cash purchase price equal to the aggregate principal amount of any May Notes to be redeemed plus accrued and unpaid interest thereon. The May Notes are also subject to redemption at the option of the Company in the event of certain changes in tax law or listing status of the Company. Net proceeds from the offering of the May Notes were $80.7 million after deducting the initial purchasers’ discount of 1.0%. As of December 31, 2022, the Company incurred approximately $11.5 million in transaction costs that was recognized as an expense in the consolidated statements of operations under selling, general and administrative. The Company used approximately $32.3 million of the net proceeds to repay the 2020 Term Facility Loan, which included principal and accrued interest. The Company used or intends to use the remaining net proceeds for operating expenses, working capital, general corporate purposes, and capital expenditures. The Company allocated the proceeds from the May Notes and May 144A Warrants issued in the financing transaction using a relative fair value method at the issuance date. The issuance-date fair values for the May Notes and May 144A Warrants were measured using the binomial lattice and Monte Carlo simulation model, respectively. The initial amount recognized for the May Notes and May 144A Warrants was established by applying the respective fair values of the May Notes and May 144A Warrants to the amount of the proceeds of $81.5 million on a pro-rata The Company elected to account for May Notes at fair value as of the May 27, 2022 issuance date. Management believes that the fair value option appropriately reflects the underlying economics of the May Notes. Under the fair value election, changes in fair value will be reported in the consolidated statements of operations, under change in fair value of debt instrument, in each reporting period subsequent to the issuance of the May Notes. For the year ended December 31, 2022, the Company recorded a change in fair value of $26.5 million. See Note 5 – Fair Value Measurements for information on the assumptions that the Company used to measure the fair value of the May Notes. The Company registered the ordinary shares underlying the May Notes and the May 144A Warrants for sale by the initial purchasers pursuant to a Registration Rights Agreement. The Company’s Registration Statement on Form S-1 No. 333-266077), The May Notes were classified as a current liability in the consolidated balance sheet as of December 31, 2022 due to the filing of the Chapter 11 bankruptcy petition in January 2023, which constituted an event of default under the May Indenture. In August 2022, $4.8 million of the May Notes with a fair value of $5.5 million were converted for 1.5 million ordinary shares. In connection with the conversion, the noteholder was entitled to $1.7 million of interest make-whole payable in cash. However, an additional $1.7 million of May Notes were issued in-kind Bridge Notes On October 3, 2022, the Company issued $12.4 million aggregate original principal amount of senior secured notes due 2022 (the “Bridge Notes”) to (i) raise additional financing of $10.5 million, of which $7.5 million was received by the Company, approximately $1.9 million was applied to pay transaction expenses and the remaining amount of approximately $1.1 million was placed in an escrow account to be released at the direction of the requisite number of noteholders; and (ii) pay certain fees owing to holders of May Notes in an aggregate principal amount of approximately $1.9 million. Dr. Andrew Rickman, the Company’s founder and Chief Executive Officer, invested $0.5 million in Bridge Notes on the same terms as the holders of May Notes, and Dr. Rickman’s participation was separately reviewed and approved by the Company’s Audit Committee and independent members of the Company’s Board of Directors. In connection with the Bridge Note transaction, we also entered into a Forbearance Agreement and obtained a waiver of defaults related to the minimum liquidity covenant in the May Indenture covering the May Notes, and the minimum liquidity covenant was temporarily lowered from $20 million to $5 million. On October 25, 2022, the Company paid off the total outstanding principal balance and all accrued interest for the Bridge Notes balance, which resulted in a total cash payment of $12.4 million. October Notes On October 25, 2022, we issued $90.6 million in aggregate principal amount of a new series of Convertible Senior Secured Notes Due 2026 (the “October Notes”) with an initial conversion price of $0.6888 and warrants (the “October 144A Warrants”) to purchase approximately 131.6 million ordinary shares of the Company at an exercise price of $1.1182 per share, subject to certain anti-dilution adjustments and repurchased all of the Bridge Notes in an aggregate original principal amount of approximately $12.4 million and a portion of the May Notes in an aggregate original principal amount of $50.0 million. The Company used or intends to use the remaining net proceeds for operating expenses, working capital, general corporate purposes, and capital expenditures. As a result of the conversion price of the October Notes and the initial exercise price of the October 144A Warrants being less than the initial exercise price of the May Warrants, the exercise price of the May 144A Warrants was reset to $2.80 per share and each May 144A Warrant became entitled to an additional 0.7857 shares upon exercise thereof due to the ratchet antidilution provision. The securities were issued in a private placement in reliance on an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act. The October Notes bear interest at a rate of 12.5% per annum if paid in cash or, subject to the satisfaction of certain conditions, at a rate of 15.0% per annum payable at a rate of 5.75% per annum in cash and 9.25% per annum through the issuance of additional Notes (“Payment-in-Kind” The October Notes are convertible at an initial conversion price equal to $0.6888 per ordinary share. Holders of the October Notes have the right to convert all or a portion of their October Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, holders of the October Notes will receive ordinary shares and an interest make-whole for interest that would have accrued from the date of conversion until the maturity date, which interest make-whole shall be paid in cash or in ordinary shares at the Company’s election, provided, however, until the earlier to occur of (x) the third business day prior to December 31, 2022 and (y) the approval by the shareholders of the Company to authorize the issuance of ordinary shares in connection therewith at less than the closing price of such ordinary shares on the trading day immediately preceding the date of the repurchase and subscription agreement, if the Company would not be entitled to otherwise issue such shares in satisfaction of such interest make whole payment because the shares would be valued in accordance with the October Indenture at less than such closing price, the holder who so converted all or a portion of its October Notes will be entitled to either (x) exercise an option under the repurchase and subscription agreement to purchase additional October Notes and Warrants or (y) receive shares valued at such closing price, in each case, in the amount of cash that would otherwise have come due to such holder. Following certain corporate events that occur prior to the maturity date or notice of redemption issued by the Company (as defined in the October Indenture), the Company will increase the conversion rate for a holder who elects to convert its October Notes in connection with such a corporate event or who elects to convert any October Notes called for redemption during the related redemption period. Additionally, in the event of a fundamental change (as defined in the October Indenture), the holders of the October Notes may require the Company to repurchase all or a portion of their October Notes at a price equal to the aggregate principal amount of any October Notes to be repurchased plus accrued and unpaid interest thereon plus a make-whole premium (as defined in the October Indenture). The Company may redeem the October Notes in whole, and not in part, at its option, at any time prior to the maturity date, for a cash purchase price equal to the aggregate principal amount of any October Notes to be redeemed plus accrued and unpaid interest plus a make-whole premium as provided in the October Indenture. At any time prior to the maturity date, the Company may also redeem the October Notes in whole, if the last reported sale price of the ordinary shares exceeds 250.0% of the conversion price then in effect for at least 20 trading days (which need not be consecutive), including at least one of the five trading days preceding the date on which the Company provides a notice of redemption preceding the date on which the Company provides a notice for such redemption, during any 30 consecutive trading day period ending on, and including, the trading day preceding such notice date, for a cash purchase price equal to the aggregate principal amount of any October Notes to be redeemed plus accrued and unpaid interest thereon. The October Notes are also subject to redemption at the option of the Company in the event of certain changes in tax law or listing status of the Company. Net proceeds from the offering of the October Notes were $14.5 million after deducting the initial purchasers’ discount of 5.0% and pay off of portion of the May Notes and related accrued interest and the full balance of the Bridge Notes and related accrued interest, which were held in escrow at October 25, 2022. From October 25, 2022 through December 31, 2022, $9.4 million of the proceeds were released from escrow by the trustee. As of December 31, 2022, $5.1 million remained in escrow. As of December 31, 2022, the Company incurred $5.4 million in transaction costs that was recognized as an expense in the consolidated statements of operations under selling, general and administrative. The Company allocated the proceeds from the October Notes and October 144A Warrants issued in the financing transaction using a relative fair value method at the issuance date. The issuance-date fair values for the October Notes and October 144A Warrants were measured using the binomial lattice and Monte Carlo simulation model, respectively. The initial amount recognized for the October Notes and October 144A Warrants was established by applying the respective fair values of the October Notes and October 144A Warrants to the amount of the proceeds on a pro-rata The Company elected to account for October Notes at fair value as of the October 25, 2022 issuance date. Management believes that the fair value option appropriately reflects the underlying economics of the October Notes. Under the fair value election, changes in fair value will be reported in the consolidated statements of operations, under change in fair value of debt instrument, in each reporting period subsequent to the issuance of the October Notes. For the year ended December 31, 2022, the Company recorded a change in fair value of $46.9 million. See Note 5 – Fair Value Measurements for information on the assumptions that the Company used to measure the fair value of the May Notes. The Company registered the ordinary shares underlying the October Notes and the October 144A Warrants for sale by the initial purchasers pursuant to a Registration Rights Agreement. The Company’s Registration Statement on Form S-3, The October Indenture includes restrictive covenants that, subject to specified exceptions, limit the ability of the Company and its subsidiaries to (a) incur debt or issue preferred shares or disqualified stock; (b) make (i) dividends and distributions, (ii) redemptions and repurchases of equity, (iii) investments and (iv) prepayments, redemptions and repurchases of subordinated debt; (c) incur liens; (d) make asset sales; (e) enter into transactions with affiliates and (f) enter into agreements limiting subsidiary distributions. In addition, the Company was required to maintain minimum unrestricted cash and cash equivalents, when taken together with the aggregate amount of funds then on deposit in the Escrow Account, of $5.0 million until December 29, 2022 and $20.0 million thereafter. The Company was in compliance with the minimum cash restrictive covenant as of December 31, 2022. The October Notes were classified as a current liability in the consolidated balance sheet as of December 31, 2022 due to the filing of the Chapter 11 bankruptcy petition in January 2023, which constituted an event of def ault under

Warrants

Warrants	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Warrants	8. Warrants Public and Private Placement Warrants As of December 31, 2022 and 2021, the Company had Paid-In-Capital The ordinary shares underlying the warrants were registered on Rockley Photonics Holdings Limited’s Registration Statement on Form S-4 No. 333-255019), Redemption of warrants when the ordinary share price equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the warrants in whole and not in part, at a price of $0.01 per warrant, upon not less than 30 days’ prior written notice of redemption to each warrant holder and if, and only if, the closing price of the Company’s ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, 30-trading The Company may redeem the warrants in whole and not in part no earlier than 90 days after they are first exercisable and prior to their expiration at a price equal to a number of the Company’s ordinary shares based on the redemption date and the “fair market value” of the ordinary shares, upon not less than 30 days’ prior written notice of redemption each warrant holder, and if, and only if, the closing price of the ordinary shares equals or exceeds $10.00 per share (as adjusted for share sub-divisions, The Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40, Note 5 – Fair Value Measurements The Public Warrants were accounted for as equity and are presented within Additional Paid-In 815-40-25 May 144A Warrants issued in connection with the May Notes The Company issued May 144A Warrants in connection with the May Notes with a balance of $4.7 million as of December 31, 2022, classified as a liability. The May 144A Warrants have a ten-year term and can only be exercised through May 27, 2032. The May 144A Warrants are exercisable for the Company’s ordinary shares at an exercise price of $5.00, and include a ratchet anti-dilution adjustment in the event any ordinary shares or other equity or equity equivalent securities payable in ordinary shares are granted, issued or sold by the Company, in each case, at a price less than the exercise price of $5.00 then in effect, which automatically decreases the exercise price of the May 144A Warrants upon the occurrence of such event, and increases the number of ordinary shares issuable upon exercise of the May 144A Warrants, such that the aggregate exercise price of all May 144A Warrants remains the same before and after any such dilutive event; provided, that the exercise price may not be less than $2.80. Upon the occurrence of a fundamental transaction (as defined in the May 144A Warrant Agreement), the May 144A Warrants provide each holder a put right. Upon the exercise of a put right by the holder, the Company is obligated to repurchase the May 144A Warrants from the holder for the fair market value (as defined in the May 144A Warrant Agreement) of the remaining exercised portion of the May 144A Warrants repurchased. The May 144A Warrants also include cashless exercise rights which will go into effect if after the six months of the issue date, there is no effective registration statement registering the ordinary shares underlying the May 144A Warrants. The ordinary shares underlying the May 144A Warrants were registered for sale by the initial purchasers pursuant to the Company’s Registration Statement on Form S-1 No. 333-266077), The May 144A Warrants were accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging-Contracts in Entity’s The May 144A Warrants were classified as a current liability and included in the consolidated balance sheet as of December 31, 2022. In August 2022, an additional 553,895 May 144A Warrants were issued in connection with the additional $1.7 million of May Notes issued in-kind As a result of the conversion price of the October Notes and the initial exercise price of the October 144A Warrants being less than the initial exercise price of the May Warrants, the exercise price of the May 144A Warrants was reset to $2.80 per share and each May 144A Warrant became entitled to an additional 0.7857 shares upon exercise thereof due to the ratchet antidilution provision. The securities were issued in a private placement in reliance on an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act. October 144A Warrants issued in connection with the October Notes The Company issued October 144A Warrants in connection with the October Notes with a balance of $26.7 million as of December 31, 2022, classified as a liability. The October 144A Warrants have a nine and a half-year less than the exercise price then in effect, which automatically decreases the exercise price of the October 144A Warrants upon the occurrence of such event, and increases the number of ordinary shares issuable upon exercise of the October 144A Warrants, such that the aggregate exercise price of all October 144A Warrants remains the same before and after any such dilutive event; provided, that the exercise price may not be less than $0.6262 per ordinary share. Upon the occurrence of a fundamental transaction (as defined in the October 144A Warrant Agreement), the October 144A Warrants provide each holder a put right. Upon the exercise of a put right by the holder, the Company is obligated to repurchase the October 144A Warrants from the holder for the fair market value (as defined in the October 144A Warrant Agreement) of the remaining exercised portion of the October 144A Warrants repurchased. The October 144A Warrants also include cashless exercise rights which will go into effect if after the six months of the issue date, there is no effective registration statement registering the ordinary shares underlying the October 144A Warrants. The ordinary shares underlying the October 144A Warrants were registered for sale by the initial purchasers pursuant to the Company’s Registration Statement on Form S-3, The October 144A Warrants were accounted for as liabilities in accordance with ASC 815-40, The October 144A Warrants were classified as a current liability and included in the consolidated balance sheet as of December 31, 2022.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	9. Income Taxes For the years ended December 31, 2022 and 2021, loss before income taxes were as follows (in thousands): Years Ended December 31, 2022 2021 U.K. operations $ (230,308 ) $ (174,298 ) Foreign operations 9,772 6,952 Loss before income taxes $ (220,536 ) $ (167,346 ) The components of provision for income tax for the years ended December 31, 2022 and 2021 are as follows (in thousands): Current Deferred Total Year ended December 31, 2022 U.K. operations $ — $ — $ — Foreign jurisdictions 3,504 — 3,504 $ 3,504 $ — $ 3,504 Current Deferred Total Year ended December 31, 2021 U.K. operations $ — $ — $ — Foreign jurisdictions 667 — 667 $ 667 $ — $ 667 The effective tax rate of the Company’s provision for income taxes differs from the 19% statutory rate of the Company’s U.K. headquarters entity (in thousands, except percentages): December 31, 2022 2021 U.K. statutory rate $ (41,983 ) 19.0 % $ (31,796 ) 19.0 % Foreign income tax 1 — % 8 — % Research & development credit (4,492 ) 2.0 % (2,061 ) 1.2 % Stock-based compensation 1,357 (0.6 )% 34 — % Permanent differences 13 — % (156 ) 0.1 % Change in valuation allowance 69,227 (31.3 )% 32,402 (19.4 )% Rate change on deferred taxes (13,662 ) 6.2 % (11,197 ) 6.7 % Uncertain tax liabilities 3,059 (1.4 )% 64 — % Losses not benefited (5,684 ) 2.6 % 12,625 (7.5 )% U.K. tax return provision (4,103 ) 1.9 % — — % Others, ne t (229 ) 0.1 % 744 (0.4 )% Total $ 3,504 (1.59 )% $ 667 (0.40 )% Deferred Tax Assets and Liabilities Deferred income taxes reflect the net effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. We record income tax expense for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records valuation allowances to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. Its assessment considers the realization of deferred tax assets on a jurisdictional basis. The significant components of the Company’s deferred taxes are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 83,174 $ 33,068 Research and development credits 2,141 549 Stock-based compensation 4,204 4,859 Lease liabilities 925 1,394 Interest limitation 29,446 10,202 Accounts and other receivables 115 — Accrued liabilities 183 1,765 Section 174 10,053 — Other — 64 Total gross deferred tax assets 130,241 51,900 Less valuation allowance (129,421 ) (50,139 ) Net deferred tax assets 820 1,761 Deferred tax liabilities: Right-of-use $ (820 ) $ (1,281 ) Property and equipment, principally due to differences in depreciation — (480 ) Other — — Total gross deferred tax liabilities (820 ) (1,761 ) Net deferred tax assets $ — $ — ASC 740 requires that the tax benefit of net operating losses (“NOLs”), temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of our future tax benefits is dependent on our ability to generate sufficient taxable income within the carryforward period. Management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits from operating loss carryforwards is currently not likely to be realized and, accordingly, has provided a valuation allowance has provided a full valuation allowance against its deferred tax assets. The changes in valuation allowance related to operating activity was an increase in the amount of $79.3 million and $33.8 million during the years ended December 31, 2022 and 2021, respectively. NOLs and tax credit gross carryforwards as of December 31, 2022 are as follows (in thousands): Amount Expiration Years NOLs, Federal $ 332,616 carried forward indefinitely NOLs, State $ — — Tax credits, Federal $ 6,468 begin to expire in 2034 Tax credits, State $ — — Uncertain Tax Positions The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. As the Company expands, it will face increased complexity in determining the appropriate tax jurisdictions for revenue and expense items. The Company’s policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the income tax expense in the period in which such determination is made and could have a material impact on its financial condition and operating results. The income tax expense includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. As of December 31, 2022 and 2021, the Company had total uncertain tax positions of $7.4 million and $3.2 million, which is recorded as a reduction of the deferred tax asset related research and developments. No interest or penalties have been recorded related to the uncertain tax positions. None of the unrecognized tax benefits, if recognized, would affect the effective tax rate. A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (in thousands): Years Ended December 31, 2022 2021 Balance at beginning of the year $ 3,217 $ 2,236 Increases based on tax positions related to current year 4,458 1,061 Increases based on tax positions related to prior years — 165 Decreases based on tax positions related to prior years (250 ) (245 ) Balance at end of year $ 7,425 $ 3,217 It is not expected that there will be a significant change in uncertain tax position in the next 12 months. We are subject to income tax in the U.K., U.S. federal and various states and three other foreign jurisdictions. During 2021, our U.S. income tax filings were under audit for the tax year ended December 31, 2018. The audit was completed in 2022 with no material findings. The statute of limitations for U.K. and foreign tax jurisdictions other than the U.S. are no longer subject to audit for tax years before December 31, 2020. We are no longer subject to U.S. federal income tax audit for the tax years before the year ended December 31, 2019 and are no longer subject to state income tax audit for tax years before December 31, 2016. The Tax Cuts and Jobs Act requires research and development expenditures to be capitalized and amortized, effective January 1, 2022, which accounts for approximately $4.4 million of the increase in the uncertain tax position for the year ended December 31, 2022.

Shareholders' Equity (Deficit)

Shareholders' Equity (Deficit)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Shareholders' Equity (Deficit)	10. Shareholders’ Equity (Deficit) The Company is authorized to issue ordinary shares with par value of $ per share. Each holder of the Company’s ordinary shares is entitled to one vote per share. As of December 31, 2022 and 2021, there were and of the Company’s ordinary shares issued and outstanding, respectively. Holders of the Company’s ordinary shares do not have cumulative voting rights. Additionally, the Company has and warrants outstanding as of December 31, 2022 and 2021, respectively. See Note 8, Warrants for additional information. Each holder of the Company’s ordinary shares is entitled to the payment of dividends and other distributions as may be declared by the Board from time to time out of the Company’s assets or funds legally available for dividends or other distributions. The Company has not declared or paid any dividends with respect to its ordinary shares for the periods presented. If the Company is involved in voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, or a similar event, each holder of the Company ordinary shares will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of the Company preferred shares, if any, then outstanding. Equity Line of Credit In October 2021, the Company entered into an equity line of credit arrangement (“ELOC”) with Lincoln Park Capital Fund, LLC, an Illinois limited liability company (“LPCF”). The ELOC is a private placement with registration rights, providing LPCF the ability to purchase up to 7.8 million of the Company’s ordinary shares for $50.0 million over 24 months. Proceeds from the sale of shares will go towards the Company to be used for working capital. No amounts were drawn against the ELOC during any of the periods presented.

Net Loss per Share

Net Loss per Share	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Net Loss per Share	11. Net Loss per Share The following is a calculation of basic and diluted net loss per share (in thousands, except for share and per share amounts): Years Ended December 31, 2022 2021 Basic and diluted: Net loss $ (224,040 ) $ (168,013 ) Weighted average ordinary shares outstanding 130,348,047 100,917,939 Basic and diluted net loss per share $ (1.72 ) $ (1.66 ) Basic net loss per share is calculated by dividing net loss for the period by the weighted average number of the ordinary shares outstanding plus outstanding warrants with a 0.01 exercise price during the period. For the years ended December 31, 2022 and 2021, we excluded the potential effect of outstanding and exercisable options (including performance options), outstanding RSU’s, and warrants in the calculation of the diluted loss per share, as the effect would be anti-dilutive due to losses incurred. As of December 31, 2022, there were approximately 22.0 million outstanding options and RSU’s and 14.1 million of private and public warrants of potentially issuable shares with dilutive effect, May 144A Warrants to purchase approximately 26.5 million ordinary shares and the May Notes described in Note 7—Debt above, as well as October 144A Warrants to purchase approximately 131.7 million ordinary shares and the October Notes described in Note 7—Debt above. As of December 31, 2021, there were approximately 12.6 million potentially issuable shares respectively, with dilutive effect.

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Dec. 31, 2022
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	12. Stock-Based Compensation The Company has established a number of share-based incentive plans for current employees, directors and others, which include Share Appreciation Rights (“SARs”), 2013 Equity Incentive Plan (the “2013 Plan”), 2021 Stock Incentive Plan (the “2021 Plan”), Restricted Stock Units (“RSUs”), 2021 Employee Stock Purchase Plan (the “ESPP”), and Warrants. Share Appreciation Rights As of December 31, 2022 and 2021, there were no SARs outstanding. In connection with the Business Combination on August 11, 2021, the liability associated with outstanding SARs was settled with a cash payment of $0.7 million. 2013 Equity Incentive Plan The holders of Legacy Rockley options under the 2013 Plan continue to hold such options and such options remain subject to the same vesting, exercise and other terms and conditions outlined in the stock option agreements and the 2013 Plan. In connection with the Business Combination, the holders of Legacy Rockley options may exercise their options to purchase a number of ordinary shares equal to the number of Legacy Rockley ordinary shares subject to such Legacy Rockley options multiplied by the Exchange Ratio of 2.4835 (rounded down to the nearest whole share) at an exercise price per share divided by the Exchange Ratio (rounded to the nearest whole cent). The information presented herein is as if the exchange of stock options occurred as of the earliest period presented. As of December 31, 2022 and 2021, there were no options available for grant. Any new grants will become available for issuance under the 2021 Plan. The following table summarizes the stock option activity related to the 2013 Plan: Number of Options Outstanding Average Exercise Price Per Share Remaining Contractual Life (Years) Intrinsic Value 4 (In thousands) Options outstanding at December 31, 2019 17,898,619 $ 4.94 6.75 $ 110,552 Granted — $ — Exercised (1,557,214 ) $ 0.60 Forfeited (912,912 ) $ 4.07 Expired (46,757 ) $ 3.08 Options outstanding at December 31, 2021 15,381,736 $ 2.00 5.83 $ 36,093 Granted — $ — Exercised (2,129,267 ) $ 0.65 Forfeited (810,713 ) $ 3.52 Expired (1,693,564 ) $ 2.96 Options outstanding at December 31, 2022 10,748,192 $ 2.01 3.71 $ 20,033 Options exercisable at December 31, 2022 9,983,098 $ 1.89 3.42 $ 17,465 4 The aggregated intrinsic value represents the difference between the exercise price and the closing stock price of $0.1471 and $4.35 for the Company’s ordinary shares on December 31, 2022 and 2021, respectively. 2021 Stock Incentive Plan On March 31, 2021, the Board approved the 2021 Plan. The purpose of the 2021 Plan is to attract, retain, incentivize and reward top talent through stock ownership, to improve operating and financial performance and strengthen the mutuality of interest between eligible service providers and shareholders. As of December 31, 2022 and 2021, there were 15,515,853 and 15,375,644, respectively shares authorized for issuance under the Plan, of which 4,262,163 and 10,207,656, respectively, shares were available for grant. The following table summarizes the stock option activity related to the 2021 Plan: Number of Options Outstanding Average Exercise Price Per Share Remaining Contractual Life (Years) Intrinsic Value (In thousands) Options outstanding at December 31, 2020 — $ — $ — $ — Granted 1,013,480 $ 15.84 Exercised — $ — Forfeited — $ — Expired — $ — Options outstanding at December 31, 2021 1,013,480 $ 15.84 9.61 $ 11,645 Granted — $ — Exercised — $ — Forfeited (350,225 ) $ 15.84 Expired (87,579 ) $ 15.84 Options outstanding at December 31, 2022 575,676 $ 15.84 8.61 $ 9,035 Options exercisable at December 31, 2022 191,858 $ 15.84 8.61 $ 3,012 Restricted Stock Units In 2021, the Company granted restricted RSUs to employees and directors under the 2021 Plan. Each award will vest based on continued service which is generally over a four-year period. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of RSUs was estimated on the date of grant based on the fair value of the Company’s ordinary shares. Employee RSUs activity for the years ended December 31, 2022 and 2021 was as follows: Number of RSUs Outstanding Weighted Grant Date Remaining Contractual Life (Years) Intrinsic Value (In thousands) Outstanding at December 31, 2020 — $ — — — Granted 4,181,607 $ 6.71 Exercised (24,668 ) $ 7.07 Forfeited (2,431 ) $ 7.07 Expired — $ — Outstanding at December 31, 2021 4,154,508 $ 6.71 1.76 $ 18,072 Granted 8,887,674 $ 0.92 Exercised (1,091,312 ) $ 6.93 Forfeited (1,272,756 ) $ 5.76 Expired — $ — Outstanding at December 31, 2022 10,678,114 $ 1.98 1.80 $ 1,517 2021 Employee Stock Purchase Plan On October 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective on December 1, 2021. The purpose of the ESPP is to provide eligible employees with an opportunity to purchase shares of our ordinary shares at a discounted price through payroll deductions with the goal of enhancing employees’ sense of participation in the Company and further align employee interests with those of the Company’s shareholders. Under the ESPP, eligible employees may purchase shares of Company ordinary shares through payroll deductions of between 1% to 15% of after-tax six-month Subject to adjustments provided in the ESPP, the maximum number of ordinary shares available for purchase under the ESPP is 1,526,239 plus an annual increase to be added on the first day of each of the Company’s fiscal years for a period of up to 10 years, beginning with the fiscal year that begins on January 1, 2022, equal to the least of (i) 1% of the outstanding shares on such date, (ii) 7,631,196 shares, or (iii) a lesser amount determined by the Board. As of December 31, 2022 and 2021, 1,526,239 shares were available for issuance under the ESPP. The initial offering period for the ESPP is one year, commencing on December 1, 2021 and ending on November 30, 2022. As of December 31, 2022, 392,509 ordinary shares have been purchased under the ESPP. The ESPP was suspended on October 7, 2022. All employee payroll withholdings related to the ESPP were reimbursed subsequent to the suspension of the program. The assumptions that the Company used in the Black-Scholes option-pricing model to determine the fair value of the purchase rights under the ESPP for the year ended December 31, 2022 and 2021, were as follows: Years Ended December 31, 2022 Years Ended December 31, 2021 Expected term (in years) 0.5 0.5 - 1.0 Expected volatility (%) 51 - 54% 54% Risk-free interest rate (%) 1.63 - 2.16 0.10 - 0.25 Dividend yield — — Stock-based compensation expense The following table summarizes our stock-based compensation expense for all equity arrangements and is included in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2022 2021 Cost of revenue $ 925 $ 1,825 Research and development 9,610 7,182 Selling, general, and administrative 3,798 3,006 Total stock-based compensation expense $ 14,333 $ 12,013 As of December 31, 2022 and 2021, there was approximately $23.0 million and $40.5 million, respectively of total unrecognized stock based compensation expense related to our equity awards, which is expected to be recognized over a weighted average period of 1.7 years and 1.5 years, respectively . Performance Awards For the years December 31, 2022 and 2021, we recognized a total expense of $0.2 and $0.3 million respectively in relation to the performance-based options. As of December 31, 2022 and 2021, there were approximately $0 million and $0.9 million of unrecognized stock-based compensation expense related to the performance-based awards. During the years ended December 31, 2022 and 2021, no additional performance-based awards were granted. Modification of Equity Awards On June 15, 2022, the Company entered into a separation agreement with our former Chief Financial Officer, which amended his employment agreement and provided for changes in the term of service and compensation under the agreement. The outstanding stock options under the Company’s 2013 Plan held by our former Chief Financial Officer were modified to extend the post-termination exercise period through June 13, 2024. As a result, the Company recorded stock-based compensation expense of $0.2 million related to the incremental fair value of the modified awards. Valuation of Stock Options The fair values of options granted during the period were determined using a Black-Scholes option pricing model. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding complex and subjective variables. These variables include the expected stock price volatility over the term of the awards, risk-free interest rate and expected dividends. We estimated expected volatility based on historical data of the price of our ordinary shares over the expected term of the options. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on guidelines provided in U.S. SEC Staff Accounting Bulletin No. 110 and represents the average of the vesting tranches and contractual terms. The risk-free rate assumed in valuing the options is based on the U.S. Treasury rate in effect at the time of grant for the expected term of the option. We do not anticipate paying any cash dividends in the foreseeable future and, therefore, used an expected dividend yield of zero in the option pricing model. Stock-based compensation awards (i.e. options and RSUs) are amortized on over a four-year period with 25% cliff vest at the first year anniversary of the grant and ratably over the next three years. We made an accounting policy election to account for forfeitures in the period they occur. The weighted average assumptions used to value the grants are as follows: Years Ended December 31, 2022 2021 Expected term (in years) Not applicable 6.05 Expected volatility (%) Not applicable 0.53 Risk-free interest rate (%) Not applicable 0.96 Dividend yield Not applicable — There were not any option grants issued for the year ended December 31, 2022. Warrants In connection with the Business Combination on August 11, 2021, all outstanding warrants of Legacy Rockley were exercised on a cashless basis and converted into the right to receive 1.8 million ordinary shares of the Company, with a fair value of $18.1 million.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	13. Related Party Transactions The Company formed HRT, a joint venture with Hengtong Optic-Electric Co., Ltd. in 2017, which was recognized by the Company as an equity method investment. As of and in the year ended December 31, 2022, we made sales to and were owed from the HRT joint venture, $0 and $0, respectively. As of and in the year ended December 31, 2021, we made sales to and were owed from the HRT joint venture, $5.3 million and $3.3 million, respectively. The balance owed by the joint venture was included in accounts receivable in the consolidated balance sheet.

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Leases	14. Leases We have operating leases for office space and a finance lease for manufacturing equipment. These leases have remaining lease terms of 1 to 6 years. Some leases include extension options for up to 5 years. These options are included in the lease term when it is reasonably certain that the option will be exercised. The weighted average remaining lease term was approximately 3.8 years for operating leases as of December 31, 2022. The weighted average discount rate was 6.4% for operating leases as of December 31, 2022. The weighted average remaining lease term was approximately 2.5 years for finance leases as of December 31, 2022. The weighted average discount rate was 23.22% for finance leases as of December 31, 2022. The components of lease cost for the years ended December 31, 2022 and 2021, were as follows (in thousands): Years Ended December 31, 2022 2021 Operating Lease Cost: Fixed lease cost $ 1,692 $ 1,103 Variable lease cost 290 354 Total operating lease cost $ 1,982 $ 1,457 Finance Lease Cost: Amortization of right-of-use $ 489 $ — Interest on lease liabilities 80 — Total finance lease cost $ 569 $ — The supplemental cash flow information related to our operating leases is as follows (in thousands): Years Ended December 31, 2022 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,576 $ 936 Operating cash flows for finance leases $ 77 $ — Financing cash flows for finance leases $ 80 $ — Right-of-use Right-of-use $ 1,127 $ 4,008 Right-of-use $ 843 $ — Maturities of lease liabilities as of December 31, 2022, were as follows (in thousands): Operating Leases Finance Leases Year Ending December 31, 2023 $ 1,653 $ 339 2024 1,179 313 2025 1,089 130 2026 1,120 — 2027 413 — Total lease obligation $ 5,454 $ 782 Less: Imputed interest (612 ) (352 ) Total lease liabilities $ 4,842 $ 430 Less: Current lease liabilities (1,400 ) (144 ) Total non-current lease liabilities $ 3,442 $ 286

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	15. Commitments and Contingencies Legal Contingencies From time to time, we are a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. We apply accounting for contingencies to determine when and how much to accrue for and disclose related to legal and other contingencies. Accordingly, we disclose contingencies deemed to be reasonably possible and accrue loss contingencies when, in consultation with legal advisors, it is concluded that a loss is probable and reasonably estimable. Although the ultimate aggregate amount of monetary liability or financial impact with respect to these matters is subject to many uncertainties and is therefore not predictable with assurance, management believes that as of December 31, 2022 there are no litigation pending that could have, individually and in the aggregate, a material adverse effect on our financial position, results of operations or cash flows. Financial Commitments In the ordinary course of business, we make commitments to third-party suppliers for various research and development activities. As of December 31, 2022 and 2021, we had $8.3 million and $13.6 million, respectively, in contractual obligations for which we have not yet received the services.

Defined Contribution Plan

Defined Contribution Plan	12 Months Ended
	Dec. 31, 2022
Retirement Benefits [Abstract]
Defined Contribution Plan	16. Defined Contribution Plan We have defined contribution plans, under which we contribute based on a percentage of the employees’ elected contributions. We will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized within selling, general and administrative expenses and research and development in the consolidated statements of operations. Defined contributions were $0.7 million for years ended December 31, 2022 and 2021, respectively.

Supplemental Cash Flow Informat

Supplemental Cash Flow Information	12 Months Ended
	Dec. 31, 2022
Supplemental Cash Flow Elements [Abstract]
Supplemental Cash Flow Information	17. Supplemental Cash Flow Information Non-cash Years Ended December 31, 2022 2021 Supplemental Cash Flow Information: Cash payments for: Interest paid $ 12,291 $ 658 Income tax paid $ 384 $ 978 Non-cash Right-of-use $ 1,127 $ 4,008 Right-of-use $ 843 $ — Interest paid in kind on May and October Notes $ 5,536 $ — $ 1,970 $ 4,008 Non-cash Unpaid property and equipment received $ 2,168 $ 805 Non-cash Conversion of convertible debt and accrued interest to ordinary shares $ 5,548 $ 181,404 Conversion of Legacy Rockley ordinary shares to Rockley ordinary shares 1,706 206,888 Refinancing from May Notes and Bridge Notes to October Note s 58,826 — Paid in kind interest converted to principal on May Notes 446 — Private Placement Warrants — 14,304 Public Warrants — 28,031 Issuance of ordinary shares in lieu of cash payment of transaction costs — 3,190 Forgiveness of Paycheck Protection Program loan — 2,860 Unpaid deferred transaction costs — 1,034 Issuance of ordinary shares related to ELOC — 472 $ 66,256 $ 438,183

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events [Text Block]	18. Subsequent Events On January 23, 2023, the Company filed a voluntary petition for relief under chapter 11 of title 11 (the “Chapter 11 Case”) of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Company filed motions with the Bankruptcy Court seeking authorization to continue operating its business as a “debtor in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The Company filed a series of first day motions with the Bankruptcy Court that sought authorization to continue conducting its business without interruption. These motions were designed primarily to minimize the effect of bankruptcy on the Company’s operations and were subsequently approved by the Bankruptcy Court. None of Rockley’s subsidiaries have filed voluntary petitions for relief under the Bankruptcy Code. The Company also filed the Prepackaged Chapter 11 Plan of Reorganization of Rockley Photonics Holdings Limited (as amended, supplemented, or modified from time to time, the “Plan”) and a related disclosure statement (the “Disclosure Statement”).. The Company sought expedited approval of the Plan as part of a comprehensive restructuring to de-lever The filing of the Chapter 11 Case described above constituted an event of default or otherwise triggered repayment obligations under a number of instruments and agreements relating to direct financial obligations of the Company and certain of its subsidiaries. The May Notes and the October Notes each provide that, as a result of the Chapter 11 Case, the principal, accrued and unpaid interest and certain other amounts due thereunder, including certain prepayment premiums payable, shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments as to the Company were automatically stayed as a result of the Chapter 11 Case, and the Company’s creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code and the Bankruptcy Court’s orders. On March 10, 2023, the Bankruptcy Court approved the adequacy of the Disclosure Statement and confirmed the Plan. The Plan became effective March 14, 2023 (the “Effective Date”). Pursuant to the Plan, after the Effective Date, the Company will liquidate pursuant to Cayman Islands law. Holders of existing equity interests in the Company will not receive or retain any distribution or property on account of such equity interests. In connection with the liquidation, the Company expects to file a Form 15 with the Securities and Exchange Commission to terminate the registration of its ordinary shares. Thereafter, the Company’s reporting obligations under the Securities Exchange Act of 1934, as amended shall be terminated. Effective March 17, 2023, Chad Becker resigned as Chief Financial Officer of the Company. Mr. Becker’s resignation was not in connection with any known disagreement with the Company on any matter. Richard Meier, our Chief Executive Officer, assumed the duties of the Company’s principal accounting officer and principal financial officer upon the effectiveness of Mr. Becker’s resignation. On December 9, 2022, the Company received a letter from the New York Stock Exchange (“NYSE”) notifying it that the Company is not in compliance with the continued listing requirement in Section 802.01B of the NYSE’s Listed Company Manual because the Company’s market capitalization fell below $50 million over a 30 trading day period and its stockholders’ equity is less than $50 million. On February 21, 2023, as a result of the Chapter 11 Cases in accordance with Section 802.01D of the NYSE Listed Company Manual, the Company’s ordinary shares and warrants were delisted from the NYSE. On February 21, 2023, the Company executed a restructuring plan to reduce costs and redirect resources to our highest priority activities, which included a reduction in our global workforce by approximately 27%, which resulted in a restructuring charge of $1.9 million consisting of employee severance-related costs. Effective May 10, 2023, Richard Meier resigned as Chief Executive Officer of the Company. Mr. Meier was also the Company’s principal accounting officer and principal financial officer. Mr. Meier’s resignation was not in connection with any known disagreement with the Company on any matter. Dr. Andrew Rickman, our Executive Chairman of the Board of Directors, assumed the duties of the Chief Executive Officer upon Mr. Meier’s resignation.

Description of Business and S_2

Description of Business and Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Going Concern The Company has incurred net losses since inception, has an accumulated deficit of $624.9 million as of December 31, 2022 and negative cash flow from operations of $126.2 million for the year ended December 31, 2022 and expects to incur losses from operations for the foreseeable future. As of December 31, 2022, the Company had cash, cash equivalents and investments of approximately $23.0 million. Our financing agreements prior to the bankruptcy proceedings noted below also contained restrictive covenants, including a requirement to maintain a minimum amount of cash on hand, that limited our ability to take certain actions. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Such adjustments could be material. On March 10, 2023, we filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code in the Bankruptcy Court to implement the “Plan of Reorganization” in order to facilitate the Company’s restructuring. On March 10, 2023, the Bankruptcy Court entered its Order approving the Plan of Reorganization. Rockley’s ordinary shares and public warrants have been delisted from the New York Stock Exchange and Rockley intends to file to deregister as a public company shortly after the filing of this Form 10-K.
Global Pandemic	Global Pandemic The COVID-19 COVID-19 We continually evaluate the nature and extent of changes to the market and economic conditions related to the COVID-19
Basis of Presentation and Preparation	Basis of Presentation and Preparation The accompanying consolidated financial statements have been prepared by the Company, and reflect all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of management, necessary for the fair presentation of our financial position, results of operations, comprehensive income, cash flows and shareholders’ equity for the periods presented. The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the U.S. SEC. All intercompany transactions and balances between the various legal entities comprising the Company have been eliminated in consolidation. We accounted for the Business Combination as a forward recapitalization in accordance with GAAP (the “Forward Recapitalization”). Under this method of accounting, SC Health was treated as the acquired company and Legacy Rockley was deemed to be the accounting acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Forward Recapitalization was treated as the equivalent of Legacy Rockley issuing stock for the net assets of SC Health, accompanied by a recapitalization. The net assets of SC Health are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Forward Recapitalization are those of Legacy Rockley. The consolidated financial statements of the combined company post-Forward Recapitalization represents the combined results of Rockley and SC Health beginning August 11, 2021, the date the Business Combination was consummated. The shares, corresponding capital amounts and earnings per share available for shareholders of Legacy Rockley, prior to the Business Combination, converted into the right to receive 2.4835 shares (the “Exchange Ratio”) of ordinary shares, par value $0.000004 (the “ordinary shares”). The recapitalization of the number of ordinary shares attributable to Legacy Rockley is reflected retroactively as shares reflecting the Exchange Ratio to the earliest period presented and is utilized for calculating earnings per share in all prior periods presented. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates include, but are not limited to, revenue recognition, reserves and allowances; valuation of intangibles; product warranties; employee compensation and benefit accruals; stock-based compensation; loss contingencies; income taxes; fair value measurements; and warrant liabilities. Actual results could differ materially from those estimates. Management’s estimates include, as applicable, the anticipated impacts of the COVID-19 Certain reclassifications have been made to the prior year presentation to conform to the current year presentation. These reclassifications had no impact on consolidated net loss, consolidated shareholder’s equity, earnings per share, or cash flows as previously reported.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents include short-term, highly liquid investments with an original maturity of three months or less at the time of purchase.
Accounts Receivable	Accounts Receivable Accounts receivable is recorded at the invoiced amount and do not bear interest. We assess the need for an allowance for doubtful accounts based upon an analysis of past credit history and the current financial condition of its customers, as well as the consideration of expected trends based upon characteristics of the accounts and general economic conditions. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Equity Method Investments	Equity Method Investments Equity method investments are all entities over which we have significant influence but not control or joint control. Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the post-acquisition profits or losses of the investee in the consolidated statement of operations. Earnings and losses of equity method investments are based on the most recently available financial statements of the investee. Basis differences between the cost of an equity method investment and the underlying equity in the long-lived assets are amortized over the estimated economic useful life of the underlying long-lived asset. We periodically review our equity method investments for impairment and record a reduction in the carrying value, if and when necessary. To date, no such impairment losses have been recorded.
Available-for-Sale Investments and Other-than-Temporary Impairments on Investments	Available-for-Sale The investments in debt securities are classified as available-for-sale Unrealized gains and temporary losses, net of related taxes, are included in accumulated other comprehensive income (loss) (“AOCI”). Upon realization, those amounts are reclassified from AOCI to earnings. The amortization of premiums and discounts on the investments are included in our results of operations. Realized gains and losses are calculated based on the specific identification method. We classify our investments as current or non-current Other-than-Temporary Impairments on Investments All of our available-for-sale
Property and Equipment, Net	Property and Equipment, Net Property and equipment are recorded at cost and presented net of accumulated depreciation and amortization. Significant additions or improvements extending the useful life of an asset are capitalized, while repairs and maintenance costs are expensed as incurred. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the useful life of the assets. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Computer equipment 3 years Lab equipment 3 years Furnitures and fixtures 4 years Leasehold improvements Shorter of the lease term and the useful life
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets We evaluate our long-lived assets, such as property and equipment, and right-of-use The Company tests other intangible assets not subject to amortization for impairment annually and more frequently if events or changes in circumstances between annual tests indicate that it is more likely than not that the asset is impaired. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets. To date, no such impairment losses have been recorded.
Revenue Recognition	Revenue Recognition We generate our revenue principally from development services, which entails developing the customer-specific designs of photonics chips. Revenue is recognized when control of promised goods and services are transferred to customers in an amount that reflects the expected consideration in exchange for those products and services. This principle is achieved by applying the following five-step approach: • Identification of the contract with a customer— • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when or as performance obligations are satisfied Contract balances 30-45 Costs to obtain and fulfill a contract—
Foreign Currency Transactions	Foreign Currency Transactions The Company’s reporting currency is the U.S. dollar and the functional currency of the Company’s foreign subsidiaries is the U.S. dollar. Assets and liabilities that are not denominated in the functional currency are remeasured into the functional currency with any related gain or loss recorded in earnings. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in realized and unrealized losses/(gains) on foreign currency in the accompanying consolidated statements of operations.
Segment Information	Segment Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company determined that it has one operating and reportable segment.
Concentration of Risk	Concentration of Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, available-for-sale
Net Loss Per Share	Net Loss Per Share Basic earnings per share is calculated using our weighted-average outstanding ordinary shares. Diluted earnings per share is calculated using our weighted-average outstanding ordinary shares including the dilutive effect of outstanding equity instruments as determined under the treasury stock method. For periods in which we report net losses, diluted net loss per ordinary share attributable to ordinary stockholders is the same as basic net loss per ordinary share attributable to ordinary stockholders, because all potentially dilutive ordinary shares are anti-dilutive.
Stock-Based Compensation	Stock-Based Compensation We recognize all stock-based awards to employees and directors as stock-based compensation expense based upon their fair values on the date of grant. Compensation expense is generally recognized as expense on a straight-line basis over the service period based on the vesting requirements. We recognize forfeitures as they occur. We estimate the fair value of stock options granted to employees using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (i) the fair value of ordinary shares, (ii) the expected stock price volatility, (iii) the expected term of the award, (iv) the risk-free interest rate and (v) expected dividends. The grant-date fair value of restricted stock is calculated based on the fair value of the underlying ordinary shares . We measure nonemployee awards at their fair value on the adoption date of ASU No. 2018-07. No. 2018-07 We granted options and restricted stock units which vest on the satisfaction of a service-based condition.
Warrants	Warrants We determine the accounting classification of warrants, as either liability or equity classified, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting 815-40, Accounting 480-10, 815-40, 815-40, 815-40
Leases	Leases Our lease portfolio is comprised of two major classes: real estate leases, which are the majority of our leased assets, are accounted for as operating leases and a manufacturing equipment lease accounted for as a finance lease on the consolidated balance sheet. We classify leases as either operating or financing. We determine if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all the economic benefits from and have the ability to direct the use of the asset. Operating lease assets are included under other non-current right-of-use ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments is used. The operating lease ROU asset includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease We elected, as an accounting policy for leases of real estate, to account for lease and non-lease Variable payments, such as common area charges, maintenance, insurance and taxes, are primarily based on the amount of space occupied. These payments in the Company’s leases are not dependent on an index or a rate and are excluded from the measurement of the lease liabilities and recognized in the consolidated statements of operations in the period in which the obligation for those payments is incurred. The Company remeasures lease payments when the contingency underlying such variable payments is resolved such that some or all of the remaining payments become fixed.
Cost of Revenue	Cost of Revenue Our cost of revenue consists of costs related to the Company’s development services which includes cost of materials, cost associated with packaging and assembly, testing and shipping, cost of personnel, including stock-based compensation, and equipment associated with manufacturing support, logistics and quality assurance, overhead and occupancy costs.
Research and Development Expenses (R&D)	Research and Development Expenses (R&D) Research and development expense consists primarily of personnel costs for engineers and third parties engaged in the design and development of products, software and technologies, including salary, bonus and share-based compensation expense, project material costs, services and depreciation. The Company expenses research and development costs as they are incurred .
Selling, General and Administrative Expenses	Selling, General and Administrative Expenses Selling, general and administrative expenses consist of human capital related expenses for employees involved in general corporate functions, including executive management and administration, accounting, finance, tax, legal, information technology, marketing, and human resources; depreciation expense and rent relating to facilities; travel costs; professional fees; and other general corporate costs. Human capital expenses primarily include salaries, benefits, bonuses and stock-based compensation. As we continue to grow as a company, we expect that our selling, general and administrative costs will increase on an absolute dollar basis.
Income Taxes	Income Taxes Deferred income taxes are provided on a liability method, whereby deferred income tax assets are recognized for deductible temporary differences, operating losses, and tax loss carryforwards, and deferred income tax liabilities are recognized for taxable temporary differences. Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred income tax assets are reduced by a valuation allowance when, considering all sources of taxable income, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. The income tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Issued but Not Yet Adopted	Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, Modification of Equity Classified Written Call Options 2021-04 In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance 2021-10 2021-10 Accounting Pronouncements Issued but Not Yet Adopted Other recent accounting pronouncements not yet adopted are not expected to have a material impact on the Company’s consolidated financial statements.

Description of Business and S_3

Description of Business and Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Estimated Useful Lives of Related Assets	Computer equipment 3 years Lab equipment 3 years Furnitures and fixtures 4 years Leasehold improvements Shorter of the lease term and the useful life

Business Combination (Tables)

Business Combination (Tables)	12 Months Ended
	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of Proceeds from Business Combination	The following table reconciles the elements of the net proceeds from the Business Combination as of December 31, 2021 (in thousands): Recapitalization Cash inflow from SC Health’s trust account, net of redemptions $ 17,966 Cash inflow from PIPE 100,000 Cash inflow from SC Health Sponsor 50,000 Less: Transaction Costs (45,515 ) Net cash received from the Business Combination $ 122,451 The total number of shares of the Company’s ordinary shares issued and outstanding immediately following the consummation of the Business Combination was approximately 126.7 million, comprising (in thousands): Number of Shares Current Rockley’s shareholders prior to the Business Combination 104,016 SC Health Shareholders 1,777 Sponsor Shareholders 10,563 PIPE Investors 10,000 Other Shareholders 1 319 Total number of shares 126,675 1 The Company issued 319,000 ordinary shares at a value of $10.0 per share to Cowen and Company LLC (“Cowen”) and BCW Securities LLC in lieu of cash payment for a portion of the fees payable $3.2 million to Cowen as part of the transaction costs.

Segment, Geographic, and Sign_2

Segment, Geographic, and Significant Customer Information (Tables)	12 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	The following table presents our revenue disaggregated by primary geographical market where revenues are attributable to the region in which the billing address of the customer is located (in thousands): December 31, 2022 2021 United States $ 3,248 $ 6,778 Rest of World — 1,435 Total revenue $ 3,248 $ 8,213
Schedules of Concentration of Risk, by Customer	The following tables summarize our most significant customers as of and for the years ended December 31, 2022 and 2021: Revenue Accounts receivable December 31, December 31, 2022 2021 2022 2021 Customer A 91 % 82 % — % 72 % Customer B — % 4 % — % — %
Schedules of Long-Lived Assets by Geographic Areas	The following table presents property, equipment and intangible assets held in the U.S. and internationally in various foreign subsidiaries as of December 31, 2022 and 2021: December 31, 2022 2021 United States $ 7,917 $ 8,442 Rest of World 4,229 3,031 Total property, equipment and intangible assets $ 12,146 $ 11,473

Equity Method Investment (Table

Equity Method Investment (Tables)	12 Months Ended
	Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Summary of Investments	The following table summarizes our investment in HRT for the years ended December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Balance at the beginning of the year $ 4,879 $ 5,202 Remeasurement gain on HRT (703 ) 380 Share of loss of HRT (523 ) (703 ) Balance at the end of the year $ 3,653 $ 4,879

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Summary of Debt Securities	The following is a summary of our investments at their cost or amortized cost for the years ended December 31, 2022 and 2021 (in thousands): As of December 31, December 31, Corporate bonds and commercial paper $ — $ 20,042 U.S. Treasury securities — 24,587 Total investments $ — $ 44,629 The following table presents the contractual maturities of our debt investments as of December 31, 2021 (in thousands): Amortized Cost Fair Value Due in one year or less $ 26,945 $ 26,961 Due after one year through five years 17,684 17,663 $ 44,629 $ 44,624
Fair Value of Financial Assets Measured on A Recurring Basis	The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands): December 31, 2022 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 22,986 $ 22,986 $ — Total cash and cash equivalents $ 22,986 $ 22,986 $ — December 31, 2021 Fair Value Measurements at Reporting Total Level 1 Level 2 Cash and cash equivalents $ 36,786 $ 36,786 $ — Corporate bonds and commercial paper 20,037 — 20,037 U.S. Treasury securities 24,587 24,587 Total cash, cash equivalents and investments $ 81,410 $ 61,373 $ 20,037
Fair Value of Financial Liabilities Measured on A Recurring Basis	The financial liabilities subject to fair value measurement on a recurring basis, were as follows (in thousands): As of December 31, December 31, Financial Liabilities Private Placement warrants $ 18 $ 3,477 2026 Convertible Notes (May Notes) 23,501 — 2026 Convertible Notes (Oct Notes) 89,773 — Warrants issued in connection with the 2026 Convertible Notes (May 144A Warrants) 4,662 — Warrants issued in connection with the 2026 Convertible Notes (Oct 144A Warrants) 26,739 — Total financial liabilities $ 144,693 $ 3,477 The following table presents the changes in the fair value of the Private Placement Warrants (in thousands): Initial measurement, August 11, 2021 $ 14,304 Mark-to-market (10,827 ) Warrant Liabilities balance, December 31, 2021 3,477 Mark-to-market (3,459 ) Warrant Liabilities balance, December 31, 2022 $ 18
Fair Value Measurement Inputs and Valuation Techniques	At December 31, 2022, the fair value of the outstanding principal of the May Notes was $23.5 million which was measured using a lattice model (which is discussed in further detail below) with the following significant inputs: Fair value per share of ordinary shares, net of 4.0% discount for lack of marketability $ 0.14 Risk-free interest rate 4.18 % Expected volatility 107.5 % Expected term, in years 3.37 Credit spread (bps) 1,558 Coupon rate (all cash) 9.5 % Coupon rate (cash & payment-in-kind) Cash 5.75 % Payment-in-kind 6.25 %
Fair Value Measured on Recurring And Nonrecurring Basis	For the year ended December 31, 2022, we recorded a change in fair value of $26.5 million from the remeasurement of the May Notes, as follows (in thousands). Fair value at May 27, 2022 $ 50,487 Less: issuance discount (505 ) Less: conversion of May notes to equity (4,750 ) Less: payoff of principal of May Notes with proceeds from October Notes (51,965 ) Add: Accrued interest converted to principal 2,020 Add: issuance in-kind 1,706 Add: Change in fair value 26,508 Fair value at December 31, 2022 $ 23,501
October Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Measurement Inputs and Valuation Techniques	At December 31, 2022, the fair value of the outstanding principal of the October Notes was $89.8 million which was measured using a lattice model (which is discussed in further detail below) with the following significant inputs: Fair value per share of ordinary shares, net of 4.0% discount for lack of marketability $ 0.14 Risk-free interest rate 4.18 % Expected volatility 107.5 % Expected term, in years 3.37 Credit spread (bps) 1,158 Coupon rate (all cash) 12.5 % Coupon rate (cash & payment-in-kind) Cash 5.75 % Payment-in-kind 9.25 %
Fair Value Measured on Recurring And Nonrecurring Basis	For the year ended December 31, 202 2 Fair value at October 25, 2022 $ 48,683 Less: issuance discount (685 ) Funds in escrow at December 31, 2022 (5,078 ) Add: Change in fair value 46,853 Fair value at December 31, 2022 $ 89,773
144A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Measurement Inputs and Valuation Techniques	The following key inputs to the Monte Carlo simulation model were used at December 31, 2022: Fair value per share of ordinary shares, net of 4.0% discount for lack of marketability $ 0.14 Interest rate 3.8 % Expected volatility 107.5 % Initial exercise price $ 5.00 Exercise floor price $ 2.80
Fair Value Measured on Recurring And Nonrecurring Basis	For the year ended December 31, 2022, we recorded a change in fair value of $(26.0) million from the initial issuance date of the May 144A Warrants, as follows (in thousands). Fair value at May 27, 2022 $ 31,013 Less: Issuance discount (309 ) Add: Change in fair value (26,042 ) Fair value at December 31, 2022 $ 4,662
October 144 A Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair Value Measurement Inputs and Valuation Techniques	The following key inputs to the Monte Carlo simulation model were used at December 31, 2022: Fair value per share of ordinary shares, net of 4.0% discount for lack of marketability $ 0.14 Interest rate 3.8 % Expected volatility 107.5 % Initial exercise price $ 1.12 Exercise floor price $ 0.63
Fair Value Measured on Recurring And Nonrecurring Basis	For the year ended December 31, 2022, we recorded a change in fair value of $(14.6) million from the initial issuance date of the October 144A Warrants, as follows (in thousands). Fair value at October 25, 2022 $ 41,967 Less: Issuance discount (591 ) Add: Change in fair value (14,637 ) Fair value at December 31, 2022 $ 26,739

Balance Sheet Components (Table

Balance Sheet Components (Tables)	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Cash and Cash Equivalents	Cash and cash equivalents Our cash and cash equivalents balances were concentrated by location as follows: December 31, 2022 2021 United Kingdom 95 % 97 % United States 5 % 3 % Other — % — %
Schedule of Other Receivables	Other receivables December 31, 2022 2021 R&D tax credit receivable $ 31,580 $ 45,632 Grants receivable 308 753 VAT receivable 345 1,073 Other receivable, net 11 4 Total other receivables $ 32,244 $ 47,462
Schedule of Property, Plant and Equipment	Property and equipment, net (in thousands): December 31, 2022 2021 Computer equipment $ 2,361 $ 1,998 Lab equipment 16,960 13,940 Motor vehicles 31 31 Furniture and fixtures 347 315 Leasehold improvements 1,230 1,230 Assets under construction 913 — Total property and equipment $ 21,842 $ 17,514 Less: accumulated depreciation (12,659 ) (9,088 ) Total property and equipment, net $ 9,183 $ 8,426
Finance Lease, Right-Of-Use Assets	Finance lease right-of-use December 31, 2022 2021 Finance lease right-of-use $ 843 $ 2,966 Less: accumulated amortization (70 ) (1,205 ) Total finance lease right-of-use $ 773 $ 1,761
Schedule of Intangible Assets, Net	Intangible assets, net (in thousands): December 31, 2022 2021 In-process $ 3,048 $ 3,048 Less: accumulated amortization (85 ) — Total intangible asset, net $ 2,963 $ 3,048
Schedule of Other Non-current Assets	Other non-current December 31, 2022 2021 Security deposits $ 223 $ 280 Operating right of use assets 4,340 4,577 Prepaid asset, net of current portion 2 2,826 Total other non-current $ 4,565 $ 7,683
Schedule of Accrued Expenses	Accrued expenses (in thousands): December 31, 2022 2021 Accrued bonus $ 473 $ 7,546 Accrued payroll and benefits 1,776 2,750 Accrued taxes 3,376 439 Accrued fabrication costs 2,548 3,110 Accrued interest expense 2,948 — Accrued transaction costs — 1,004 Accrued restructuring charges 113 — Other accrued expenses 1,584 2,511 Total accrued expenses $ 12,818 $ 17,360

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Schedule of Long-term Debt	The following table summarizes information relating to our long-term debt, (in thousands): December 31, 2022 Principal Fair Value Adjustment Conversion Interest Debt Funds in Cash Net 2020 Term Facility Loan $ 33,949 $ 6,234 $ (13,003 ) $ 10,123 $ — $ — $ (37,303 ) $ — 2026 Convertible Notes (May Notes) 81,500 (5,808 ) (4,750 ) 3,726 (51,167 ) — — 23,501 2026 Convertible Notes (October Notes) 90,649 4,202 — — — (5,078 ) — 89,773 Total Long-term debt $ 206,098 $ 4,628 $ (17,753 ) $ 13,849 $ (51,167 ) $ (5,078 ) $ (37,303 ) $ 113,274 Less: current portion of long-term debt (113,274 ) Long-term debt, net of current portion $ — 1 Interest from the May Notes relates to the issuance in-kind December 31, 2021 Principal Fair Value Adjustment Conversion Accreted Cash Net 3.0% – 2020 Convertible Notes $ 21,281 $ 16,811 $ (38,092 ) $ — $ — $ — 8.00% – 2020 Convertible Notes 8,000 22,897 (30,897 ) — — — 2020 Term Facility 33,949 6,234 (13,003 ) 4,132 (5,000 ) 26,312 5.00% - $50.0 10,274 2,310 (12,584 ) — — — 5.00% - $25.0 25,000 17,569 (42,569 ) — — — 5.00% - $30.0 30,000 14,258 (44,258 ) — — — Long-term debt, net of current portion $ 128,504 $ 80,079 $ (181,403 ) $ 4,132 $ (5,000 ) $ 26,312 Less: current portion of long-term debt $ (26,312 ) Long-term debt, net of current portion $ —

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Loss before Income Taxes	For the years ended December 31, 2022 and 2021, loss before income taxes were as follows (in thousands): Years Ended December 31, 2022 2021 U.K. operations $ (230,308 ) $ (174,298 ) Foreign operations 9,772 6,952 Loss before income taxes $ (220,536 ) $ (167,346 )
Schedule of Components of the Provision for Income Taxes	The components of provision for income tax for the years ended December 31, 2022 and 2021 are as follows (in thousands): Current Deferred Total Year ended December 31, 2022 U.K. operations $ — $ — $ — Foreign jurisdictions 3,504 — 3,504 $ 3,504 $ — $ 3,504 Current Deferred Total Year ended December 31, 2021 U.K. operations $ — $ — $ — Foreign jurisdictions 667 — 667 $ 667 $ — $ 667
Schedule of Reconciliation of Effective Tax Rates	The effective tax rate of the Company’s provision for income taxes differs from the 19% statutory rate of the Company’s U.K. headquarters entity (in thousands, except percentages): December 31, 2022 2021 U.K. statutory rate $ (41,983 ) 19.0 % $ (31,796 ) 19.0 % Foreign income tax 1 — % 8 — % Research & development credit (4,492 ) 2.0 % (2,061 ) 1.2 % Stock-based compensation 1,357 (0.6 )% 34 — % Permanent differences 13 — % (156 ) 0.1 % Change in valuation allowance 69,227 (31.3 )% 32,402 (19.4 )% Rate change on deferred taxes (13,662 ) 6.2 % (11,197 ) 6.7 % Uncertain tax liabilities 3,059 (1.4 )% 64 — % Losses not benefited (5,684 ) 2.6 % 12,625 (7.5 )% U.K. tax return provision (4,103 ) 1.9 % — — % Others, ne t (229 ) 0.1 % 744 (0.4 )% Total $ 3,504 (1.59 )% $ 667 (0.40 )%
Schedule of Significant Components of Deferred Tax Assets and Liabilities	The significant components of the Company’s deferred taxes are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 83,174 $ 33,068 Research and development credits 2,141 549 Stock-based compensation 4,204 4,859 Lease liabilities 925 1,394 Interest limitation 29,446 10,202 Accounts and other receivables 115 — Accrued liabilities 183 1,765 Section 174 10,053 — Other — 64 Total gross deferred tax assets 130,241 51,900 Less valuation allowance (129,421 ) (50,139 ) Net deferred tax assets 820 1,761 Deferred tax liabilities: Right-of-use $ (820 ) $ (1,281 ) Property and equipment, principally due to differences in depreciation — (480 ) Other — — Total gross deferred tax liabilities (820 ) (1,761 ) Net deferred tax assets $ — $ —
Schedule of Net Operating Loss Carryforwards	NOLs and tax credit gross carryforwards as of December 31, 2022 are as follows (in thousands): Amount Expiration Years NOLs, Federal $ 332,616 carried forward indefinitely NOLs, State $ — — Tax credits, Federal $ 6,468 begin to expire in 2034 Tax credits, State $ — —
Schedule of Unrecognized Tax Benefits	A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (in thousands): Years Ended December 31, 2022 2021 Balance at beginning of the year $ 3,217 $ 2,236 Increases based on tax positions related to current year 4,458 1,061 Increases based on tax positions related to prior years — 165 Decreases based on tax positions related to prior years (250 ) (245 ) Balance at end of year $ 7,425 $ 3,217

Net Loss per Share (Tables)

Net Loss per Share (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Schedule of Net Loss Per Share, Basic and Diluted	The following is a calculation of basic and diluted net loss per share (in thousands, except for share and per share amounts): Years Ended December 31, 2022 2021 Basic and diluted: Net loss $ (224,040 ) $ (168,013 ) Weighted average ordinary shares outstanding 130,348,047 100,917,939 Basic and diluted net loss per share $ (1.72 ) $ (1.66 )

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2022
Share-based Payment Arrangement [Abstract]
Summary of Stock Option Activity	The following table summarizes the stock option activity related to the 2013 Plan: Number of Options Outstanding Average Exercise Price Per Share Remaining Contractual Life (Years) Intrinsic Value 4 (In thousands) Options outstanding at December 31, 2019 17,898,619 $ 4.94 6.75 $ 110,552 Granted — $ — Exercised (1,557,214 ) $ 0.60 Forfeited (912,912 ) $ 4.07 Expired (46,757 ) $ 3.08 Options outstanding at December 31, 2021 15,381,736 $ 2.00 5.83 $ 36,093 Granted — $ — Exercised (2,129,267 ) $ 0.65 Forfeited (810,713 ) $ 3.52 Expired (1,693,564 ) $ 2.96 Options outstanding at December 31, 2022 10,748,192 $ 2.01 3.71 $ 20,033 Options exercisable at December 31, 2022 9,983,098 $ 1.89 3.42 $ 17,465 4 The aggregated intrinsic value represents the difference between the exercise price and the closing stock price of $0.1471 and $4.35 for the Company’s ordinary shares on December 31, 2022 and 2021, respectively. The following table summarizes the stock option activity related to the 2021 Plan: Number of Options Outstanding Average Exercise Price Per Share Remaining Contractual Life (Years) Intrinsic Value (In thousands) Options outstanding at December 31, 2020 — $ — $ — $ — Granted 1,013,480 $ 15.84 Exercised — $ — Forfeited — $ — Expired — $ — Options outstanding at December 31, 2021 1,013,480 $ 15.84 9.61 $ 11,645 Granted — $ — Exercised — $ — Forfeited (350,225 ) $ 15.84 Expired (87,579 ) $ 15.84 Options outstanding at December 31, 2022 575,676 $ 15.84 8.61 $ 9,035 Options exercisable at December 31, 2022 191,858 $ 15.84 8.61 $ 3,012
Summary of Restricted Stock Unit Activity	Employee RSUs activity for the years ended December 31, 2022 and 2021 was as follows: Number of RSUs Outstanding Weighted Grant Date Remaining Contractual Life (Years) Intrinsic Value (In thousands) Outstanding at December 31, 2020 — $ — — — Granted 4,181,607 $ 6.71 Exercised (24,668 ) $ 7.07 Forfeited (2,431 ) $ 7.07 Expired — $ — Outstanding at December 31, 2021 4,154,508 $ 6.71 1.76 $ 18,072 Granted 8,887,674 $ 0.92 Exercised (1,091,312 ) $ 6.93 Forfeited (1,272,756 ) $ 5.76 Expired — $ — Outstanding at December 31, 2022 10,678,114 $ 1.98 1.80 $ 1,517
Schedule of Stock-Based Compensation Expense	The following table summarizes our stock-based compensation expense for all equity arrangements and is included in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2022 2021 Cost of revenue $ 925 $ 1,825 Research and development 9,610 7,182 Selling, general, and administrative 3,798 3,006 Total stock-based compensation expense $ 14,333 $ 12,013
Schedule of Stock Options, Valuation Assumptions	The assumptions that the Company used in the Black-Scholes option-pricing model to determine the fair value of the purchase rights under the ESPP for the year ended December 31, 2022 and 2021, were as follows: Years Ended December 31, 2022 Years Ended December 31, 2021 Expected term (in years) 0.5 0.5 - 1.0 Expected volatility (%) 51 - 54% 54% Risk-free interest rate (%) 1.63 - 2.16 0.10 - 0.25 Dividend yield — — The weighted average assumptions used to value the grants are as follows: Years Ended December 31, 2022 2021 Expected term (in years) Not applicable 6.05 Expected volatility (%) Not applicable 0.53 Risk-free interest rate (%) Not applicable 0.96 Dividend yield Not applicable —

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Summary of Operating Lease Information	The components of lease cost for the years ended December 31, 2022 and 2021, were as follows (in thousands): Years Ended December 31, 2022 2021 Operating Lease Cost: Fixed lease cost $ 1,692 $ 1,103 Variable lease cost 290 354 Total operating lease cost $ 1,982 $ 1,457 Finance Lease Cost: Amortization of right-of-use $ 489 $ — Interest on lease liabilities 80 — Total finance lease cost $ 569 $ — The supplemental cash flow information related to our operating leases is as follows (in thousands): Years Ended December 31, 2022 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,576 $ 936 Operating cash flows for finance leases $ 77 $ — Financing cash flows for finance leases $ 80 $ — Right-of-use Right-of-use $ 1,127 $ 4,008 Right-of-use $ 843 $ —
Schedule of Maturity of Operating Lease Liabilities	Maturities of lease liabilities as of December 31, 2022, were as follows (in thousands): Operating Leases Finance Leases Year Ending December 31, 2023 $ 1,653 $ 339 2024 1,179 313 2025 1,089 130 2026 1,120 — 2027 413 — Total lease obligation $ 5,454 $ 782 Less: Imputed interest (612 ) (352 ) Total lease liabilities $ 4,842 $ 430 Less: Current lease liabilities (1,400 ) (144 ) Total non-current lease liabilities $ 3,442 $ 286

Supplemental Cash Flow Inform_2

Supplemental Cash Flow Information (Tables)	12 Months Ended
	Dec. 31, 2022
Supplemental Cash Flow Elements [Abstract]
Schedule of Supplemental Cash Flow Information	Non-cash Years Ended December 31, 2022 2021 Supplemental Cash Flow Information: Cash payments for: Interest paid $ 12,291 $ 658 Income tax paid $ 384 $ 978 Non-cash Right-of-use $ 1,127 $ 4,008 Right-of-use $ 843 $ — Interest paid in kind on May and October Notes $ 5,536 $ — $ 1,970 $ 4,008 Non-cash Unpaid property and equipment received $ 2,168 $ 805 Non-cash Conversion of convertible debt and accrued interest to ordinary shares $ 5,548 $ 181,404 Conversion of Legacy Rockley ordinary shares to Rockley ordinary shares 1,706 206,888 Refinancing from May Notes and Bridge Notes to October Note s 58,826 — Paid in kind interest converted to principal on May Notes 446 — Private Placement Warrants — 14,304 Public Warrants — 28,031 Issuance of ordinary shares in lieu of cash payment of transaction costs — 3,190 Forgiveness of Paycheck Protection Program loan — 2,860 Unpaid deferred transaction costs — 1,034 Issuance of ordinary shares related to ELOC — 472 $ 66,256 $ 438,183

Description of Business and S_4

Description of Business and Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Aug. 11, 2021	Dec. 31, 2022 USD ($) segment $ / shares	Dec. 31, 2021 USD ($) $ / shares
Debt Instrument [Line Items]
Accumulated deficit		$ (624,936)	$ (400,896)
Net cash used in operating activities		(126,197)	$ (126,001)
Cash, cash equivalents, and investments		$ 23,000
Entity shares issued per acquiree share, ratio	2.4835%
Ordinary shares, par value (in dollars per share) | $ / shares		$ 0.000004	$ 0.000004
Number of operating segments | segment		1
Number of reportable segments | segment		1

Description of Business and S_5

Description of Business and Significant Accounting Policies - Schedule of Estimated Useful Lives of Related Assets (Details)	12 Months Ended
	Dec. 31, 2022
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Lab equipment
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	4 years

Business Combination - Narrativ

Business Combination - Narrative (Details) $ / shares in Units, shares in Millions, $ in Millions	Aug. 11, 2021 USD ($) $ / shares shares
Business Combination and Asset Acquisition [Abstract]
Number of shares issued in transaction (in shares) | shares	15
Shares issued, price per share (in dollars per share) | $ / shares	$ 10
Aggregate purchase price	$ 150
Transaction costs	$ 45.5

Business Combination - Summary

Business Combination - Summary of Proceeds from Business Combination (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Business Acquisition [Line Items]
Cash inflow from PIPE	$ 100,000
Less: Transaction Costs	(45,515)
Net cash received from the Business Combination	122,451
SC Health
Business Acquisition [Line Items]
Cash inflow from recapitalization	17,966
SC Health Sponsor
Business Acquisition [Line Items]
Cash inflow from recapitalization	$ 50,000

Business Combination - Summar_2

Business Combination - Summary of Shares Issued (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 11, 2021	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Ordinary shares outstanding (in shares)	126,675,000	132,923,224	127,860,639
PIPE Investors (in shares)	10,000,000
Shares issued, price per share (in dollars per share)	$ 10
Legacy Rockley
Business Acquisition [Line Items]
Ordinary shares outstanding (in shares)	104,016,000
SC Health
Business Acquisition [Line Items]
Equity consideration issued (in shares)	1,777,000
SC Health Sponsor
Business Acquisition [Line Items]
Equity consideration issued (in shares)	10,563,000
Cowen and BCW Securities
Business Acquisition [Line Items]
Equity consideration issued (in shares)	319,000
Business combination, transaction costs payable to acquiree		$ 3.2

Segment, Geographic, and Sign_3

Segment, Geographic, and Significant Customer Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Concentration Risk [Line Items]
Revenue	$ 3,248	$ 8,213
United States
Concentration Risk [Line Items]
Revenue	3,248	6,778
Rest of World
Concentration Risk [Line Items]
Revenue	$ 0	$ 1,435

Segment, Geographic, and Sign_4

Segment, Geographic, and Significant Customer Information - Schedules of Concentration of Risk, by Customer (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Customer A | Revenue
Concentration Risk [Line Items]
Concentration risk	91%	82%
Customer A | Accounts receivable
Concentration Risk [Line Items]
Concentration risk	0%	72%
Customer B | Revenue
Concentration Risk [Line Items]
Concentration risk	0%	4%
Customer B | Accounts receivable
Concentration Risk [Line Items]
Concentration risk	0%	0%

Segment, Geographic, and Sign_5

Segment, Geographic, and Significant Customer Information - Schedules of Long-Lived Assets by Geographic Areas (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property, equipment and intangible assets	$ 12,146	$ 11,473
United States
Property, Plant and Equipment [Line Items]
Total property, equipment and intangible assets	7,917	8,442
Rest of World
Property, Plant and Equipment [Line Items]
Total property, equipment and intangible assets	$ 4,229	$ 3,031

Equity Method Investment (Detai

Equity Method Investment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Equity Method Investment
Beginning balance	$ 4,879
Share of loss of HRT	(523)	$ (703)
Ending balance	$ 3,653	4,879
HRT | Variable Interest Entity
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	24.90%
Equity Method Investment
Beginning balance	$ 4,879	5,202
Remeasurement gain on HRT	(703)	380
Share of loss of HRT	(523)	(703)
Ending balance	$ 3,653	$ 4,879

Fair Value Measurements - Inves

Fair Value Measurements - Investments Measured At Cost or Amortized Value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	$ 0	$ 44,629
Corporate bonds and commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	20,042
U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	$ 0	$ 24,587

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Debt Securities (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Amortized Cost
Due in one year or less	$ 26,945
Due after one year through five years	17,684
Debt securities, amortized cost	44,629
Fair Value
Due in one year or less	26,961
Due after one year through five years	17,663
Debt securities, fair value	$ 44,624

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 22,986	$ 36,786
Total cash and cash equivalents	22,986	81,410
Corporate bonds and commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		20,037
U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		24,587
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	22,986	36,786
Total cash and cash equivalents	22,986	61,373
Level 1 | Corporate bonds and commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		0
Level 1 | U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		24,587
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Total cash and cash equivalents	$ 0	20,037
Level 2 | Corporate bonds and commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		$ 20,037

Fair Value Measurements - Fai_2

Fair Value Measurements - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 0	$ 3,477
Convertible notes	23,500
Total financial liabilities	144,693	3,477
May Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes	23,501	0
October Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes	89,773	0
Private Placement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	18	3,477
Note Warrant | May 144A Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	4,662	0
Note Warrant | October 144 A Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 26,739	$ 0

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary Of Fair Value Liability Of Private Placement Warrants (Details) - USD ($) $ in Thousands	2 Months Ended	5 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mark-to-market adjustment	$ 46,853		$ 73,361	$ 59,916
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning Balance		$ 14,304	3,477
Mark-to-market adjustment		(10,827)	(3,459)
Ending balance	$ 18	$ 3,477	$ 18	$ 3,477

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Significant Measurement Inputs (Details)	Dec. 31, 2022 shares yr
October Notes | Fair Value per share of ordinary shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.14
October Notes | Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	4.18
October Notes | Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	107.5
October Notes | Expected term, in years
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input | yr	3.37
October Notes | Credit spread (bps)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	1,158
October Notes | Coupon rate (all cash)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	12.5
October Notes | Cash
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	5.75
October Notes | Payment-in-kind
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	9.25
Convertible Notes | Fair Value per share of ordinary shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.14
Convertible Notes | Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	4.18
Convertible Notes | Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	107.5
Convertible Notes | Expected term, in years
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input | yr	3.37
Convertible Notes | Credit spread (bps)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	1,558
Convertible Notes | Coupon rate (all cash)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	9.5
Convertible Notes | Cash
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	5.75
Convertible Notes | Payment-in-kind
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	6.25
Convertible Notes | Measurement Input, Discount for Lack of Marketability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	4
144A Warrants | Fair Value per share of ordinary shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.14
144A Warrants | Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	3.8
144A Warrants | Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	107.5
144A Warrants | Initial exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	5
144A Warrants | Exercise floor price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	2.8
October 144 A Warrants | Fair Value per share of ordinary shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.14
October 144 A Warrants | Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	3.8
October 144 A Warrants | Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	107.5
October 144 A Warrants | Initial exercise price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	1.12
October 144 A Warrants | Exercise floor price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Measurement input	0.63

Fair Value Measurements - Fai_3

Fair Value Measurements - Fair Value Measured on Recurring And Nonrecurring Basis (Details) - USD ($) $ in Thousands	2 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value	$ 46,853		$ 73,361	$ 59,916
Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance		$ 50,487
Less: issuance discount		(505)
Less: conversion of May notes to equity		(4,750)
Less: payoff of principal of May Notes with proceeds from October Notes		(51,965)
Add: Accrued interest converted to principal		2,020
Add: issuance in-kind of May Notes for interest make-whole provision		1,706
Change in fair value		26,508	(26,500)
Ending balance	23,501	23,501	23,501
144A Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance		31,013
Less: issuance discount		(309)
Change in fair value		(26,042)
Ending balance	4,662	4,662	4,662
October Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	48,683
Less: issuance discount	(685)
Funds in escrow	(5,078)	(5,078)	(5,078)
Ending balance	89,773	89,773	89,773
October 144 A Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	41,967
Less: issuance discount	(591)
Change in fair value	(14,637)
Ending balance	$ 26,739	$ 26,739	$ 26,739

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) $ in Thousands, shares in Millions		2 Months Ended	7 Months Ended	12 Months Ended
	Oct. 25, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	May 27, 2022 USD ($) shares	May 26, 2022 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes		$ 23,500	$ 23,500	$ 23,500
Long-term debt		113,274	113,274	113,274	$ 26,312
Gain (loss) on debt instrument		(46,853)		(73,361)	(59,916)
Debt conversion, amount				5,548	181,404
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Fair Value, Net		18	18	18	3,500
Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, face amount	$ 90,600
Gain (loss) on debt instrument			(26,508)	26,500
Private Placement Warrants, fair value		23,501	23,501	23,501			$ 50,487
Convertible Debt And Warrants | 2026 Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, face amount						$ 81,500
Shares purchased (in shares) | shares						26.5
May Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes		23,501	23,501	23,501	0
Long-term debt		29,300	29,300	$ 29,300
Debt Instrument Conversion Ratio				324.6753
Debt conversion, amount				$ 1,000
May Notes | Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, face amount	50,000
144A Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gain (loss) on debt instrument				26,000
Private Placement Warrants, fair value		4,700	4,700	4,700
Bridge Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, face amount	12,400
Bridge Notes | Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, face amount	12,400
October Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes		89,773	89,773	89,773	$ 0
Gain (loss) on debt instrument				$ 46,900
Debt Instrument Conversion Ratio				1,451.7581
Debt conversion, amount				$ 1,000
October Notes | Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, face amount	50,000
October 144 A Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Gain (loss) on debt instrument				14,600
Private Placement Warrants, fair value		$ 27,100	$ 27,100	$ 27,100
October 144 A Warrants | Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class Of Warrant Or Right, Value Of Warrants Issued	$ 131,600

Balance Sheet Components - Cash

Balance Sheet Components - Cash and Cash Equivalents (Details) - Cash and Cash Equivalents - Geographic Concentration Risk	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
United Kingdom
Cash and Cash Equivalents [Line Items]
Concentration risk	95%	97%
United States
Cash and Cash Equivalents [Line Items]
Concentration risk	5%	3%
Other
Cash and Cash Equivalents [Line Items]
Concentration risk	0%	0%

Balance Sheet Components - Othe

Balance Sheet Components - Other Receivables (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
R&D tax credit receivable	$ 31,580	$ 45,632
Grants receivable	308	753
VAT receivable	345	1,073
Other receivable, net	11	4
Total other receivables	$ 32,244	$ 47,462

Balance Sheet Components - Long

Balance Sheet Components - Long Lived Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 21,842	$ 17,514
Less: accumulated depreciation	(12,659)	(9,088)
Total property and equipment, net	9,183	8,426
Computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	2,361	1,998
Lab equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	16,960	13,940
Motor vehicles
Property, Plant and Equipment [Line Items]
Total property and equipment	31	31
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	347	315
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	1,230	1,230
Assets under construction
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 913	$ 0

Balance Sheet Components - Fina

Balance Sheet Components - Finance Lease, Right-Of-Use Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Finance lease right-of-use assets	$ 843	$ 2,966
Less: accumulated amortization	(70)	(1,205)
Total finance lease right-of-use assets, net	$ 773	$ 1,761

Balance Sheet Components - Sche

Balance Sheet Components - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Less: accumulated amortization	$ (85)	$ 0
Total intangible asset, net	2,963	3,048
In-process research and development
Finite-Lived Intangible Assets [Line Items]
In-process research and development	$ 3,048	$ 3,048

Balance Sheet Components - Sc_2

Balance Sheet Components - Schedule of Other Non-current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Security deposits	$ 223	$ 280
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Total other non-current assets	Total other non-current assets
Operating right of use assets	$ 4,340	$ 4,577
Prepaid asset, net of current portion	2	2,826
Total other non-current assets	$ 4,565	$ 7,683

Balance Sheet Components - Sc_3

Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued bonus	$ 473	$ 7,546
Accrued payroll and benefits	1,776	2,750
Accrued taxes	3,376	439
Accrued fabrication costs	2,548	3,110
Accrued interest expense	2,948	0
Accrued transaction costs	0	1,004
Accrued restructuring charges	113	0
Other accrued expenses	1,584	2,511
Total accrued expenses	$ 12,818	$ 17,360

Balance Sheet Components - Narr

Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Estimated amortization expense for next twelve month	$ 1
Estimated amortization expense for year two	1
Estimated amortization expense for year three	0.9
Restructuring Charges	2.2
Depreciation expense	6	$ 4.2
Amortization expense	0.4	0.4
Impairment charges	$ 0	$ 0
In-process research and development
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Weighted Average Amortization Period	3 years
Amortization Expense	$ 0.1

Debt - Summary of Long Term Deb

Debt - Summary of Long Term Debt (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 29, 2022	Oct. 25, 2022	Oct. 20, 2020	Mar. 09, 2020
Debt Instrument [Line Items]
Principal	$ 206,098,000	$ 128,504,000
Fair Value Adjustment	4,628,000	80,079,000
Conversion of Debt Adjustment	(17,753,000)	(181,403,000)
Accreted Interest	13,849,000	4,132,000
Debt Extinguishment	(51,167,000)
Funds in Escrow	(5,078,000)
Cash Payment	(37,303,000)	(5,000,000)
Total Long-term debt	113,274,000	26,312,000
Less: current portion of long-term debt	(113,274,000)	(26,312,000)
Long-term debt, net of current portion	0	0
2020 Term Facility Loan
Debt Instrument [Line Items]
Debt instrument, face amount	35,000,000
Principal	33,949,000	33,949,000
Fair Value Adjustment	6,234,000	6,234,000
Conversion of Debt Adjustment	(13,003,000)	(13,003,000)
Accreted Interest	10,123,000	4,132,000
Debt Extinguishment	0
Funds in Escrow	0
Cash Payment	(37,303,000)	(5,000,000)
Total Long-term debt	0	$ 26,312,000
Convertible Notes
Debt Instrument [Line Items]
Debt instrument, face amount				$ 90,600,000
Principal	81,500,000
Funds in Escrow	(20,000,000)		$ (5,000,000)
2026 Convertible Notes (May Notes) | Convertible Notes
Debt Instrument [Line Items]
Principal	81,500,000
Fair Value Adjustment	(5,808,000)
Conversion of Debt Adjustment	(4,750,000)
Accreted Interest	3,726,000
Debt Extinguishment	(51,167,000)
Funds in Escrow	0
Cash Payment	0
Total Long-term debt	23,501,000
2026 Convertible Notes (October Notes) | Convertible Notes
Debt Instrument [Line Items]
Principal	90,649,000
Fair Value Adjustment	4,202,000
Conversion of Debt Adjustment	0
Accreted Interest	0
Debt Extinguishment	0
Funds in Escrow	(5,078,000)
Cash Payment	0
Total Long-term debt	$ 89,773,000
3.0% – 2020 Convertible Notes | Convertible Notes
Debt Instrument [Line Items]
Debt instrument, stated percentage	3%	3%
Debt instrument, face amount	$ 21,300,000				$ 1,300,000	$ 20,000,000
Principal		$ 21,281,000
Fair Value Adjustment		16,811,000
Conversion of Debt Adjustment	$ (38,100,000)	(38,092,000)
Accreted Interest		0
Cash Payment		0
Total Long-term debt		$ 0
8.00% – 2020 Convertible Notes | Convertible Notes
Debt Instrument [Line Items]
Debt instrument, stated percentage	8%	8%
Debt instrument, face amount	$ 8,000,000
Principal		$ 8,000,000
Fair Value Adjustment		22,897,000
Conversion of Debt Adjustment	$ (30,900,000)	(30,897,000)
Accreted Interest		0
Cash Payment		0
Total Long-term debt		$ 0
5.00% - $50.0 | Convertible Notes
Debt Instrument [Line Items]
Debt instrument, stated percentage	5%	5%
Debt instrument, face amount	$ 50,000,000	$ 50,000,000
Principal		10,274,000
Fair Value Adjustment		2,310,000
Conversion of Debt Adjustment	$ (12,600,000)	(12,584,000)
Accreted Interest		0
Cash Payment		0
Total Long-term debt		$ 0
5.00% - $25.0 | Convertible Notes
Debt Instrument [Line Items]
Debt instrument, stated percentage	5%	5%
Debt instrument, face amount	$ 25,000,000	$ 25,000,000
Principal		25,000,000
Fair Value Adjustment		17,569,000
Conversion of Debt Adjustment	$ (42,600,000)	(42,569,000)
Accreted Interest		0
Cash Payment		0
Total Long-term debt		$ 0
5.00% - $30.0 | Convertible Notes
Debt Instrument [Line Items]
Debt instrument, stated percentage	5%	5%
Debt instrument, face amount	$ 30,000,000	$ 30,000,000
Principal		30,000,000
Fair Value Adjustment		14,258,000
Conversion of Debt Adjustment	$ (44,300,000)	(44,258,000)
Accreted Interest		0
Cash Payment		0
Total Long-term debt		$ 0

Debt - Narrative (Details)

Debt - Narrative (Details)						1 Months Ended			2 Months Ended	7 Months Ended	12 Months Ended
	Oct. 25, 2022 USD ($) Day $ / shares shares	Oct. 03, 2022 USD ($)	Aug. 31, 2022 USD ($)	May 27, 2022 USD ($) $ / shares shares	Aug. 11, 2021 USD ($) shares	Aug. 31, 2022 USD ($)	May 31, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 29, 2022 USD ($)	Nov. 01, 2022 $ / shares shares	Oct. 02, 2022 USD ($)	Jul. 11, 2022 $ / shares shares	Apr. 13, 2022 USD ($)	Aug. 12, 2021 USD ($)	Oct. 20, 2020 USD ($)	Mar. 09, 2020 USD ($)
Debt Instrument [Line Items]
Debt conversion, amount											$ 5,548,000	$ 181,404,000
Conversion of debt											17,753,000	181,403,000
Debt covenant, public float minimum									$ 350,000,000	$ 350,000,000	350,000,000
Long-term debt									113,274,000	113,274,000	113,274,000	26,312,000
Forgiveness of PPP loan								$ 2,900,000			0	2,860,000
Principal payments on long-term debt											26,311,000	5,000,000
Principal									206,098,000	206,098,000	206,098,000	$ 128,504,000
Funds in Escrow									$ 5,078,000	$ 5,078,000	$ 5,078,000
Warrants outstanding (in shares) | shares									172,690,795	172,690,795	172,690,795	14,074,986
Warrants outstanding, exercise price (in USD per share) | $ / shares	$ 1.1182											$ 11.5				$ 5
Change in fair value of debt instruments									$ (46,853,000)		$ (73,361,000)	$ (59,916,000)
Payments of debt issuance costs												383,000
Conversion of convertible notes to ordinary shares											5,548,000	181,404,000
Interest											13,849,000	$ 4,132,000
Minimum
Debt Instrument [Line Items]
Warrants outstanding, exercise price (in USD per share) | $ / shares																$ 2.8
144A Warrants
Debt Instrument [Line Items]
Warrants outstanding (in shares) | shares														235,001,542		47,251,857
144A Warrants, Initial Exercise
Debt Instrument [Line Items]
Warrants outstanding (in shares) | shares														131,600,861		26,461,038
Warrants outstanding, exercise price (in USD per share) | $ / shares														$ 1.1182		$ 5
144A Warrants, Additional Exercise
Debt Instrument [Line Items]
Warrants outstanding (in shares) | shares														131,600,861		20,790,819
Warrants outstanding, exercise price (in USD per share) | $ / shares														$ 0.6262		$ 2.8
3.00% – 2020 Convertible Notes
Debt Instrument [Line Items]
Additional funding amount triggering conversion feature									$ 10,000,000	$ 10,000,000	$ 10,000,000
Conversion price (in dollars per share) | $ / shares									$ 14.298	$ 14.298	$ 14.298
8.00% – 2020 Convertible Notes
Debt Instrument [Line Items]
Conversion price (in dollars per share) | $ / shares									$ 14.298	$ 14.298	$ 14.298
2026 Convertible Notes
Debt Instrument [Line Items]
Shares issuable (in shares) | shares														77,205,836		13,855,000
October Notes
Debt Instrument [Line Items]
Debt conversion, amount											$ 1,000,000
Change in fair value of debt instruments											46,900,000
Bridge Notes
Debt Instrument [Line Items]
Debt instrument, face amount	$ 12,400,000
Payments to acquire investments		$ 500,000
May Notes
Debt Instrument [Line Items]
Debt conversion, amount											1,000,000
Long-term debt									$ 29,300,000	$ 29,300,000	29,300,000
Convertible Notes
Debt Instrument [Line Items]
Debt instrument, face amount	$ 90,600,000
Debt conversion, percent not converted					70%
Principal									81,500,000	81,500,000	81,500,000
Funds in Escrow									$ 20,000,000	20,000,000	20,000,000		$ 5,000,000
Change in fair value of debt instruments										$ (26,508,000)	$ 26,500,000
Payments of debt issuance costs		1,900,000
Convertible Notes | 144A Warrants
Debt Instrument [Line Items]
Warrants outstanding, exercise price (in USD per share) | $ / shares	$ 1.1182
Class of warrant or right, value of warrants issued	$ 131,600,000
Additional shares entitled (in USD per share) | shares	0.7857
Convertible Notes | 3.00% – 2020 Convertible Notes
Debt Instrument [Line Items]
Debt instrument, stated percentage									3%	3%	3%	3%
Debt instrument, face amount									$ 21,300,000	$ 21,300,000	$ 21,300,000								$ 1,300,000	$ 20,000,000
Outstanding principal and interest					$ 21,900,000
Debt conversion, shares issued (in shares) | shares					3,800,000
Debt conversion, amount					$ 38,100,000
Conversion of debt											$ 38,100,000	$ 38,092,000
Long-term debt												0
Principal												21,281,000
Interest												$ 0
Convertible Notes | 8.00% – 2020 Convertible Notes
Debt Instrument [Line Items]
Debt instrument, stated percentage									8%	8%	8%	8%
Debt instrument, face amount									$ 8,000,000	$ 8,000,000	$ 8,000,000
Outstanding principal and interest					$ 8,900,000
Debt conversion, shares issued (in shares) | shares					1,500,000
Debt conversion, amount					$ 15,500,000
Conversion of debt											$ 30,900,000	$ 30,897,000
Debt instrument, convertible, conversion price, discount									25%	25%	25%
Long-term debt												0
Principal												8,000,000
Interest												$ 0
Convertible Notes | 5.00% – $50.0 Million Convertible Notes
Debt Instrument [Line Items]
Debt instrument, stated percentage									5%	5%	5%	5%
Debt instrument, face amount									$ 50,000,000	$ 50,000,000	$ 50,000,000	$ 50,000,000
Outstanding principal and interest					$ 10,600,000
Debt conversion, shares issued (in shares) | shares					1,300,000
Debt conversion, amount					$ 12,600,000
Conversion of debt											$ 12,600,000	12,584,000
Debt instrument, convertible, conversion price, discount									15%	15%	15%
Long-term debt												0
Debt conversion, principal amount					10,300,000
Proceeds from equity triggering debt conversion, minimum, amount									$ 25,000,000	$ 25,000,000	$ 25,000,000
Debt instrument, convertible, denominator used to calculate conversion price, amount									1,500,000,000	1,500,000,000	1,500,000,000
Debt instrument, convertible, denominator used to calculate conversion price at maturity date, amount									$ 1,500,000,000	$ 1,500,000,000	$ 1,500,000,000
Principal												10,274,000
Interest												$ 0
Convertible Notes | 5.00% – $25.0 Million Convertible Notes
Debt Instrument [Line Items]
Debt instrument, stated percentage									5%	5%	5%	5%
Debt instrument, face amount									$ 25,000,000	$ 25,000,000	$ 25,000,000	$ 25,000,000
Outstanding principal and interest					$ 25,700,000
Debt conversion, shares issued (in shares) | shares					3,600,000
Debt conversion, amount					$ 35,600,000
Conversion of debt											$ 42,600,000	42,569,000
Debt instrument, convertible, conversion price, discount									25%	25%	25%
Long-term debt												0
Proceeds from equity triggering debt conversion, minimum, amount									$ 25,000,000	$ 25,000,000	$ 25,000,000
Debt instrument, convertible, denominator used to calculate conversion price, amount									800,000,000	800,000,000	800,000,000
Debt instrument, convertible, denominator used to calculate conversion price at maturity date, amount									$ 675,000,000	$ 675,000,000	$ 675,000,000
Debt instrument, conversion price											100%
Principal												25,000,000
Interest												$ 0
Convertible Notes | 5.00% – $25.0 Million Convertible Notes | Warrants
Debt Instrument [Line Items]
Debt conversion, shares issued (in shares) | shares					700,000
Debt conversion, amount					$ 7,000,000
Convertible Notes | 5.00% – $30.0 Million Convertible Notes
Debt Instrument [Line Items]
Debt instrument, stated percentage									5%	5%	5%	5%
Debt instrument, face amount									$ 30,000,000	$ 30,000,000	$ 30,000,000	$ 30,000,000
Outstanding principal and interest					$ 30,800,000
Debt conversion, shares issued (in shares) | shares					4,400,000
Debt conversion, amount					$ 44,300,000
Conversion of debt											$ 44,300,000	44,258,000
Debt instrument, convertible, conversion price, discount									25%	25%	25%
Long-term debt												0
Proceeds from equity triggering debt conversion, minimum, amount									$ 25,000,000	$ 25,000,000	$ 25,000,000
Debt instrument, convertible, denominator used to calculate conversion price, amount									800,000,000	800,000,000	800,000,000
Debt instrument, convertible, denominator used to calculate conversion price at maturity date, amount									800,000,000	800,000,000	800,000,000
Principal												30,000,000
Interest												0
Convertible Notes | 2020 Term Loan Facility
Debt Instrument [Line Items]
Principal payments on long-term debt											5,400,000
Convertible Notes | 2026 Convertible Notes
Debt Instrument [Line Items]
Shares issuable (in shares) | shares														208,806,697		40,316,038
Convertible Notes | October Notes
Debt Instrument [Line Items]
Debt instrument, face amount	$ 50,000,000
Conversion price (in dollars per share) | $ / shares	$ 0.6888
Convertible Notes | May 144A Warrants
Debt Instrument [Line Items]
Warrants outstanding, exercise price (in USD per share) | $ / shares	$ 2.8
Convertible Notes | Bridge Notes
Debt Instrument [Line Items]
Debt instrument, face amount	$ 12,400,000
Convertible Notes | May Notes
Debt Instrument [Line Items]
Debt instrument, face amount	$ 50,000,000
Convertible Notes | 2026 Convertible Notes (May Notes)
Debt Instrument [Line Items]
Conversion of debt											4,750,000
Long-term debt									23,501,000	23,501,000	23,501,000
Principal									81,500,000	81,500,000	81,500,000
Funds in Escrow									0	0	0
Change in fair value of debt instruments											26,500,000
Interest											3,726,000
Convertible Notes | 2026 Convertible Notes (October Notes)
Debt Instrument [Line Items]
Conversion of debt											0
Long-term debt									89,773,000	89,773,000	89,773,000
Principal									90,649,000	90,649,000	90,649,000
Funds in Escrow									5,078,000	5,078,000	5,078,000
Change in fair value of debt instruments											46,900,000
Interest											0
Line of Credit
Debt Instrument [Line Items]
Debt instrument, face amount									35,000,000	35,000,000	35,000,000
Outstanding principal and interest					$ 10,200,000													$ 37,300,000
Debt conversion, shares issued (in shares) | shares					1,300,000
Debt conversion, amount					$ 13,000,000
Conversion of debt											13,003,000	13,003,000
Debt conversion, percent converted					30%
Debt conversion, percent not converted					70%
Fair value of outstanding principal and interest					$ 27,100,000
Interest paid											6,000,000	4,100,000
Long-term debt									0	0	0	26,312,000
Principal									33,949,000	33,949,000	33,949,000	33,949,000
Funds in Escrow									0	0	0
Interest											10,123,000	$ 4,132,000
Line of Credit | Minimum
Debt Instrument [Line Items]
Debt covenant, cash, minimum balance																	$ 25,000,000
Line of Credit | Maximum
Debt Instrument [Line Items]
Debt covenant, cash, minimum balance																	$ 35,000,000
Term Loan | 2020 Term Loan Facility
Debt Instrument [Line Items]
Principal payments on long-term debt				$ 32,300,000			$ 37,300,000
2026 Convertible Notes
Debt Instrument [Line Items]
Conversion of debt			$ 4,800,000			$ 4,800,000
Interest			$ 1,700,000			1,700,000
2026 Convertible Notes | Convertible Debt And Warrants
Debt Instrument [Line Items]
Debt instrument, stated percentage	12.50%			9.50%
Debt instrument, face amount				$ 81,500,000
Conversion price (in dollars per share) | $ / shares	$ 0.6888			$ 3.08										$ 0.6888
Debt instrument, interest rate two, if circumstances met	15%			12%
Debt instrument, interest rate two, if circumstances met, cash	5.75%			5.75%
Debt instrument, interest rate two, if circumstances met, payment in kind	9.25%			6.25%
Percentage of share price which exceeds conversion price	250%			250%
Number of trading days sales price exceeds conversion price	20 days			20 days
Net proceeds	$ 14,500,000			$ 80,700,000
Purchase discount	5%			1%
Transactions costs									11,500,000	11,500,000	11,500,000
Funds in Escrow									5,100,000	$ 5,100,000	$ 5,100,000
Proceeds from debt, net of issuance costs									$ 9,400,000
Debt Instrument, consecutive trading days | Day	30
Shares purchased (in shares) | shares				26,500,000
Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount		12,400,000
Company proceeds from debt issuance		10,500,000
Debt instrument, covenant, liquidity		5,000,000													$ 20,000,000
Senior Notes, Proceeds Received By Company
Debt Instrument [Line Items]
Company proceeds from debt issuance		7,500,000
Senior Notes, Proceeds Used To Pay Transaction Expenses
Debt Instrument [Line Items]
Company proceeds from debt issuance		1,900,000
Senior Notes, Proceeds Used To Pay Fees
Debt Instrument [Line Items]
Company proceeds from debt issuance		$ 1,100,000
Number of Ordinary Shares
Debt Instrument [Line Items]
Conversion of convertible notes to ordinary shares (in shares) | shares											1,542,206	15,896,210
Ordinary Shares and Additional Paid-in Capital
Debt Instrument [Line Items]
Conversion of convertible notes to ordinary shares						$ 5,500,000					$ 5,548,000	$ 181,404,000

Warrants (Details)

Warrants (Details) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Oct. 25, 2022 $ / shares shares	Aug. 31, 2022 USD ($) shares	Aug. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) tradingDay $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Mar. 31, 2023 $ / shares	Nov. 01, 2022 $ / shares shares	Jul. 11, 2022 $ / shares shares	May 26, 2022 USD ($)
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				172,690,795	14,074,986
Warrant liabilities | $				$ 0	$ 3,477
Warrants outstanding, exercise price (in USD per share) | $ / shares	$ 1.1182				$ 11.5			$ 5
Minimum days notice before redemption				30 days
Redemption period, threshold trading days | tradingDay				20
Redemption period, threshold consecutive trading days | tradingDay				30
Redemption, minimum days after exercisable date before redemption				90 days
Class of warrant contractual term				10 years
Interest | $				$ 13,849	$ 4,132
Conversion of Debt Adjustment | $				17,753	$ 181,403
2026 Convertible Notes
Class of Warrant or Right [Line Items]
Shares issuable (in shares)							77,205,836	13,855,000
144A Warrants
Class of Warrant or Right [Line Items]
Private placement warrants, fair value | $				4,700
Minimum
Class of Warrant or Right [Line Items]
Warrants outstanding, exercise price (in USD per share) | $ / shares								$ 2.8
144A Warrants
Class of Warrant or Right [Line Items]
Private placement warrants, fair value | $				4,662					$ 31,013
Convertible Notes
Class of Warrant or Right [Line Items]
Private placement warrants, fair value | $				$ 23,501					$ 50,487
Convertible Notes | 2026 Convertible Notes
Class of Warrant or Right [Line Items]
Shares issuable (in shares)							208,806,697	40,316,038
Convertible Notes | 144A Warrants
Class of Warrant or Right [Line Items]
Additional shares entitled (in USD per share)	0.7857
2026 Convertible Notes
Class of Warrant or Right [Line Items]
Warrants issued (in shares)		553,895
Interest | $		$ 1,700	$ 1,700
Conversion of Debt Adjustment | $		$ 4,800	$ 4,800
Warrant Redemption Scenario One
Class of Warrant or Right [Line Items]
Warrants outstanding, exercise price (in USD per share) | $ / shares				$ 0.01		$ 0.01
Common stock, redemption price (in dollars per share) | $ / shares				18
Warrant Redemption Scenario Two
Class of Warrant or Right [Line Items]
Common stock, redemption price (in dollars per share) | $ / shares				$ 10
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				8,625,000	8,625,000
Warrant liabilities | $				$ 28,000	$ 28,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				5,450,000	5,450,000
Warrant liabilities | $				$ 18	$ 3,500
144A Warrants, Initial Exercise
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)							131,600,861	26,461,038
Warrants outstanding, exercise price (in USD per share) | $ / shares							$ 1.1182	$ 5
2026 Convertible Notes
Class of Warrant or Right [Line Items]
Warrants outstanding, exercise price (in USD per share) | $ / shares								$ 3.08
144A Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)							235,001,542	47,251,857
144A Warrants | Convertible Notes
Class of Warrant or Right [Line Items]
Warrants outstanding, exercise price (in USD per share) | $ / shares	$ 1.1182
Additional shares entitled (in USD per share)	0.7857
144A Warrants, Additional Exercise
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)							131,600,861	20,790,819
Warrants outstanding, exercise price (in USD per share) | $ / shares							$ 0.6262	$ 2.8
October 144A Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	235,001,542
Warrants outstanding, exercise price (in USD per share) | $ / shares	$ 1.1182
Private placement warrants, fair value | $				$ 26,700
Class of warrant contractual term	9 years 6 months
October 144A Warrants | Minimum
Class of Warrant or Right [Line Items]
Warrants outstanding, exercise price (in USD per share) | $ / shares	$ 0.6262
October 144A Warrants Initial Exercise
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	131,600,861
October 144A Warrants Additional Exercise
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	131,600,861
October 2026 Convertible Notes
Class of Warrant or Right [Line Items]
Warrants outstanding, exercise price (in USD per share) | $ / shares	$ 0.6888
Shares issuable (in shares)	77,205,836
October 2026 Convertible Notes | Convertible Notes
Class of Warrant or Right [Line Items]
Shares issuable (in shares)	208,806,697
May 144A Warrants | Convertible Notes
Class of Warrant or Right [Line Items]
Warrants outstanding, exercise price (in USD per share) | $ / shares	$ 2.8

Income Taxes - Components of In

Income Taxes - Components of Income (Loss) Before Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.K. operations	$ (230,308)	$ (174,298)
Foreign operations	9,772	6,952
Loss before income taxes	$ (220,536)	$ (167,346)

Income Taxes - Components of Pr

Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current
U.K. operations	$ 0	$ 0
Foreign jurisdictions	3,504	667
Total current	3,504	667
Deferred
U.K. operations	0	0
Foreign jurisdictions	0	0
Total deferred	0	0
Total U.K. operations	0	0
Total Foreign jurisdictions	3,504	667
Total	$ 3,504	$ 667

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of Effective Tax Rates (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Amount
U.K. statutory rate	$ (41,983)	$ (31,796)
Foreign income tax	1	8
Research & development credit	(4,492)	(2,061)
Stock-based compensation	1,357	34
Permanent differences	13	(156)
Change in valuation allowance	69,227	32,402
Rate change on deferred taxes	(13,662)	(11,197)
Uncertain tax liabilities	3,059	64
Losses not benefited	(5,684)	12,625
U.K. tax return provision	(4,103)	0
Others, net	(229)	744
Total	$ 3,504	$ 667
Effective Income Tax Rate Reconciliation, Percent
U.K. statutory rate	19%	19%
Foreign income tax	0%	0%
Research & development credit	2%	1.20%
Stock-based compensation	(0.60%)	0%
Permanent differences	0%	0.10%
Change in valuation allowance	(31.30%)	(19.40%)
Rate change on deferred taxes	6.20%	6.70%
Uncertain tax liabilities	(1.40%)	0%
Losses not benefited	2.60%	(7.50%)
U.K. tax return provision	1.90%	0%
Others, net	0.10%	(0.40%)
Total	(1.59%)	(0.40%)

Income Taxes - Components of De

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 83,174	$ 33,068
Research and development credits	2,141	549
Stock-based compensation	4,204	4,859
Lease liabilities	925	1,394
Interest limitation	29,446	10,202
Accounts and other receivables	115	0
Accrued liabilities	183	1,765
Section 174	10,053	0
Other	0	64
Total gross deferred tax assets	130,241	51,900
Less valuation allowance	(129,421)	(50,139)
Net deferred tax assets	820	1,761
Deferred tax liabilities:
Right-of-use Assets	(820)	(1,281)
Property and equipment, principally due to differences in depreciation	0	(480)
Other	0	0
Total gross deferred tax liabilities	(820)	(1,761)
Net deferred tax assets	$ 0	$ 0

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Valuation allowance, increase (decrease) during period	$ 79,300,000	$ 33,800,000
Unrecognized tax benefits	7,425,000	$ 3,217,000	$ 2,236,000
Unrecognized tax benefits, income tax penalties and interest expense	0
Unrecognized tax benefits that would impact effective tax rate	0
Uncertain tax position	$ 4,400,000

Income Taxes - Net Operating Lo

Income Taxes - Net Operating Losses and Tax Credit Carryforwards (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Federal
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 332,616
Tax credits	6,468
State
Operating Loss Carryforwards [Line Items]
Net operating losses	0
Tax credits	$ 0

Income Taxes - Reconciliation_2

Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of the year	$ 3,217	$ 2,236
Increases based on tax positions related to current year	4,458	1,061
Increases based on tax positions related to prior years	0	165
Decreases based on tax positions related to prior years	(250)	(245)
Balance at end of year	$ 7,425	$ 3,217

Shareholders' Equity (Deficit)

Shareholders' Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Millions	Oct. 19, 2021	Aug. 11, 2021	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Ordinary shares authorized (in shares)			12,443,961,038	12,417,500,000
Ordinary shares, par value (in dollars per share)			$ 0.000004	$ 0.000004
Ordinary shares issued (in shares)			132,923,224	127,860,639
Ordinary shares outstanding (in shares)		126,675,000	132,923,224	127,860,639
Warrants outstanding (in shares)			172,690,795	14,074,986
Sale of stock, number of shares issued in transaction (in shares)		15,000,000
Sale of stock, consideration received on transaction		$ 150
Private Placement
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	7,800,000
Sale of stock, consideration received on transaction	$ 50

Net Loss per Share - Net Loss A

Net Loss per Share - Net Loss Available to Ordinary Shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Mar. 31, 2023	Oct. 25, 2022	Jul. 11, 2022
Class of Warrant or Right [Line Items]
Net loss	$ (224,040)	$ (168,013)
Weighted average ordinary shares outstanding, basic (in shares)	130,348,047	100,917,939
Weighted average ordinary shares outstanding, diluted (in shares)	130,348,047	100,917,939
Basic net loss per share (in USD per share)	$ (1.72)	$ (1.66)
Diluted net loss per share (in USD per share)	(1.72)	(1.66)
Warrants outstanding, exercise price (in USD per share)		$ 11.5		$ 1.1182	$ 5
Warrant Redemption Scenario One
Class of Warrant or Right [Line Items]
Warrants outstanding, exercise price (in USD per share)	$ 0.01		$ 0.01

Net Loss per Share - Summary of

Net Loss per Share - Summary of Anti-dilutive Securities (Details) - shares shares in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)		12.6
Options and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	22
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	14.1
Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	26.5
Senior Secured Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	131.7

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) - USD ($)			12 Months Ended
	Dec. 01, 2021	Aug. 11, 2021	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Entity shares issued per acquiree share, ratio		2.4835%
Unrecognized compensation expense, options			$ 23,000,000	$ 40,500,000
Total stock-based compensation expense			14,333,000	12,013,000
Unrecognized compensation expense			0	$ 900,000
Warrants exercised (in shares)		1,800,000
Warrants exercised, fair value		$ 18,100,000
Payment of share-based compensation			$ 200,000
Share Appreciation Rights
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payment to settle awards		$ 700,000
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense, period for recognition			1 year 8 months 12 days	1 year 6 months
Options | 2013 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)			0	0
Options | 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)			15,515,853	15,375,644
Number of shares available for grant (in shares)			4,262,163	10,207,656
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)			1,526,239	1,526,239
Minimum employee subscription rate	1%
Maximum employee subscription rate	15%
Maximum employee subscription amount	$ 25,000
ESPP discount percentage from market price	15%
Period for annual increases to plan awards			10 years
Annual increase as a percentage of outstanding stock, maximum			1%
Number of additional shares allowable under the plan (in shares)			7,631,196
Shares purchased (in shares)			392,509
Performance Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense			$ 200,000	$ 300,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period			0	0

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2019	Dec. 31, 2020
Average Exercise Price Per Share
Sale of stock, price per share (in dollars per share)	$ 0.1471	$ 4.35
2013 Plan
Number of Options Outstanding
Beginning balance (in shares)	15,381,736	17,898,619
Granted (in shares)	0	0
Exercised (in shares)	(2,129,267)	(1,557,214)
Forfeited (in shares)	(810,713)	(912,912)
Expired (in shares)	(1,693,564)	(46,757)
Ending balance (in shares)	10,748,192	15,381,736
Options exercisable (in shares)	9,983,098
Average Exercise Price Per Share
Beginning balance (in dollars per share)	$ 2	$ 4.94
Granted (in dollars per share)	0	0
Exercised (in dollars per share)	0.65	0.6
Forfeited (in dollars per share)	3.52	4.07
Expired (in dollars per share)	2.96	3.08
Ending balance (in dollars per share)	2.01	$ 2
Options exercisable (in dollars per share)	$ 1.89
Options outstanding, remaining contractual life	3 years 8 months 15 days	5 years 9 months 29 days	6 years 9 months
Options exercisable, remaining contractual life	3 years 5 months 1 day
Options outstanding, intrinsic value	$ 20,033	$ 36,093	$ 110,552
Options exercisable, intrinsic value	$ 17,465
2021 Plan
Number of Options Outstanding
Beginning balance (in shares)	1,013,480	0
Granted (in shares)	0	1,013,480
Exercised (in shares)	0	0
Forfeited (in shares)	(350,225)	0
Expired (in shares)	(87,579)	0
Ending balance (in shares)	575,676	1,013,480
Options exercisable (in shares)	191,858
Average Exercise Price Per Share
Beginning balance (in dollars per share)	$ 15.84	$ 0
Granted (in dollars per share)	0	15.84
Exercised (in dollars per share)	0	0
Forfeited (in dollars per share)	15.84	0
Expired (in dollars per share)	15.84	0
Ending balance (in dollars per share)	15.84	$ 15.84
Options exercisable (in dollars per share)	$ 15.84
Options outstanding, remaining contractual life	8 years 7 months 9 days	9 years 7 months 9 days
Options exercisable, remaining contractual life	8 years 7 months 9 days
Options outstanding, intrinsic value	$ 9,035	$ 11,645		$ 0
Options exercisable, intrinsic value	$ 3,012

Stock-Based Compensation - RSU

Stock-Based Compensation - RSU Activity (Details) - RSUs - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of RSUs Outstanding
Outstanding, beginning balance (in shares)	4,154,508	0
Granted (in shares)	8,887,674	4,181,607
Exercised (in shares)	(1,091,312)	(24,668)
Forfeited (in shares)	(1,272,756)	(2,431)
Expired (in shares)	0	0
Outstanding, ending balance (in shares)	10,678,114	4,154,508
Weighted Average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share)	$ 6.71	$ 0
Granted (in dollars per share)	0.92	6.71
Exercised (in dollars per share)	6.93	7.07
Forfeited (in dollars per share)	5.76	7.07
Expired (in dollars per share)	0	0
Outstanding, ending balance (in dollars per share)	$ 1.98	$ 6.71
Remaining Contractual Life (Years)	1 year 9 months 18 days	1 year 9 months 3 days
Intrinsic Value	$ 1,517	$ 18,072	$ 0

Stock-Based Compensation - St_2

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 14,333	$ 12,013
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	925	1,825
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	9,610	7,182
Selling, general, and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 3,798	$ 3,006

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility (%)		54%
Dividend yield	0%	0%
Employee Stock Purchase Plan | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 months	6 months
Expected volatility (%)	51%
Risk-free interest rate (%)	1.63%	0.10%
Employee Stock Purchase Plan | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	1 year	1 year
Expected volatility (%)	54%
Risk-free interest rate (%)	2.16%	0.25%
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)		6 years 18 days
Expected volatility (%)		0.53%
Risk-free interest rate (%)		0.96%
Dividend yield		0%

Related Party Transactions (Det

Related Party Transactions (Details) - Variable Interest Entity - HRT - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Sales to related parties	$ 0	$ 5.3
Accounts receivable, related parties, current	$ 0	$ 3.3

Leases - Additional Information

Leases - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Leases, renewal term	5 years
Operating lease, weighted average remaining lease term	3 years 9 months 18 days
Operating lease, weighted average discount rate	6.40%
Operating Lease Cost:
Fixed lease cost	$ 1,692	$ 1,103
Variable lease cost	290	354
Total operating lease cost	1,982	1,457
Finance Lease Cost:
Amortization of right-of-use assets	489	0
Interest on lease liabilities	80	0
Total finance lease cost	569	0
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	1,576	936
Operating cash flows for finance leases	77	0
Financing cash flows for finance leases	80	0
Right-of-use assets obtained in exchange of lease obligations:
Right-of-use assets obtained in exchange for new operating lease liabilities	1,127	4,008
Right-of-use assets obtained in exchange for new finance lease liabilities	$ 843	$ 0
Minimum
Lessee, Lease, Description [Line Items]
Leases, term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Leases, term	6 years

Leases - Schedule of Maturities

Leases - Schedule of Maturities of Operating Leases (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Operating Leases
2023	$ 1,653
2024	1,179
2025	1,089
2026	1,120
2027	413
Total lease obligation	5,454
Less: Imputed interest	(612)
Total lease liabilities	4,842
Less: Current lease liabilities	(1,400)
Total non-current lease liabilities	$ 3,442
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities
Finance Leases
2023	$ 339
2024	313
2025	130
2026	0
2027	0
Total lease obligation	782
Less: Imputed interest	(352)
Total lease liabilities	430
Less: Current lease liabilities	(144)
Total non-current lease liabilities	$ 286
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Liabilities

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Contractual obligations	$ 8.3	$ 13.6

Defined Contribution Plan (Deta

Defined Contribution Plan (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Defined contribution plan, employer contributions	$ 0.7	$ 0.7

Supplemental Cash Flow Inform_3

Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Cash payments for:
Interest paid		$ 12,291	$ 658
Income tax paid		384	978
Non-cash Operating Activities:
Right-of-use assets obtained in exchange for new operating lease liabilities		1,127	4,008
Right-of-use assets obtained in exchange for new finance lease liabilities		843	0
Interest paid in kind on May and October Notes		5,536	0
Total non-cash operating activities		1,970	4,008
Non-cash Investing Activities:
Unpaid property and equipment received		2,168	805
Non-cash Financing Activities:
Conversion of convertible debt and accrued interest to ordinary shares		5,548	181,404
Conversion of Legacy Rockley ordinary shares to Rockley ordinary shares		1,706	206,888
Refinancing from May Notes and Bridge Notes to October Notes		58,826	0
Paid in kind interest converted to principal on May Notes		446	0
Private Placement Warrants		0	14,304
Public Warrants		0	28,031
Issuance of ordinary shares in lieu of cash payment of transaction costs		0	3,190
Forgiveness of PPP loan	$ 2,900	0	2,860
Unpaid deferred transaction costs		0	1,034
Issuance of ordinary shares related to ELOC		0	472
Total non-cash financing activities		$ 66,256	$ 438,183

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ in Millions				12 Months Ended
	Feb. 21, 2023	Jan. 23, 2023	Dec. 09, 2022	Dec. 31, 2022
Subsequent Event [Line Items]
Threshold market value of securities			$ 50
Number of trading days in which the securities traded below market value			30 days
Threshold value of stockholders equity			$ 50
Restructuring charge				$ 2.2
Subsequent Event
Subsequent Event [Line Items]
Percentage of restructuring plan to reduce costs and redirect resources	27%
New capital structure		$ 35
Subsequent Event | Employee Severance
Subsequent Event [Line Items]
Restructuring charge	$ 1.9