Rockley Photonics (RKLYQ) 10-Q 12 May 22 2022 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 05, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
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 One	3rd Floor
Entity Address, Address Line Two	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 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
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		129,005,167
Entity Central Index Key	0001852117
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Tax Identification Number	98-1644526
Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, $0.000004026575398 par value per share
Trading Symbol	RKLY
Security Exchange Name	NYSE
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share
Trading Symbol	RKLY.WS
Security Exchange Name	NYSE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 11,863	$ 36,786
Short-term investments	18,072	26,965
Accounts receivable, net of allowance of $302 as of March 31, 2022 and December 31, 2021	830	1,359
Other receivables, net of allowance of $0 and $141 as of March 31, 2022 and December 31, 2021, respectively	49,249	47,462
Prepaid expenses and other current assets	6,749	6,802
Total current assets	86,763	119,374
Long-term investments	6,445	17,659
Property and equipment, net	10,075	10,187
Equity method investment	5,213	4,879
Intangible assets, net	3,048	3,048
Other non-current assets	7,784	7,683
Total assets	119,328	162,830
Liabilities, Current [Abstract]
Trade payables	4,458	6,882
Accrued expenses	20,082	17,360
Debt, current portion	21,316	26,312
Other current liabilities	1,440	1,238
Total current liabilities	47,296	51,792
Warrant liabilities	3,266	3,477
Other long-term liabilities	3,366	3,743
Total liabilities	53,928	59,012
Commitments and contingencies (Note 14)
Shareholders’ equity (deficit)
Ordinary shares, $0.000004 par value; 12,417,500,000 authorized as of March 31, 2022 and December 31, 2021; 129,005,167 and 127,860,639 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	0	0
Additional paid-in-capital	508,368	504,714
Accumulated other comprehensive loss	(291)	0
Accumulated deficit	(442,677)	(400,896)
Total shareholders’ equity (deficit)	65,400	103,818
Total liabilities and shareholders’ equity (deficit)	$ 119,328	$ 162,830

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance of $302 as of March 31, 2022 and December 31, 2021	$ 302	$ 302
Other receivables, net of allowance of $0 and $141 as of March 31, 2022 and December 31, 2021, respectively	$ 0	$ 141
Ordinary shares, par value (in dollars per share)	$ 0.000004	$ 0.000004
Ordinary shares authorized (in shares)	12,417,500,000	12,417,500,000
Ordinary shares issued (in shares)	129,005,167	127,860,639
Ordinary shares outstanding (in shares)	129,005,167	127,860,639

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenue	$ 962	$ 1,771
Cost of revenue	3,395	3,734
Gross profit	(2,433)	(1,963)
Operating Expenses [Abstract]
Selling, general, and administrative expenses	10,938	7,305
Research and development expenses	24,802	15,980
Total operating expenses	35,740	23,285
Loss from operations	(38,173)	(25,248)
Other Income and Expenses [Abstract]
Other expense	(14)	0
Interest expense, net	(2,653)	(147)
Equity method investment loss	207	(163)
Change in fair value of debt instruments	0	(39,653)
Change in fair value of warrant liabilities	211	0
(Loss) gain on foreign currency	(1,228)	534
Total other expense	(3,477)	(39,429)
Loss before income taxes	(41,650)	(64,677)
Provision for income tax	131	100
Net loss	$ (41,781)	$ (64,777)
Net loss per share:
Basic (in dollars per share)	$ (0.33)	$ (0.77)
Diluted (in dollars per share)	$ (0.33)	$ (0.77)
Weighted-average shares outstanding:
Basic (in shares)	128,443,050	83,883,581
Diluted (in shares)	128,443,050	83,883,581

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (41,781)	$ (64,777)
Other comprehensive loss:
Unrealized loss on available-for-sale securities	(291)	0
Total other comprehensive loss	(291)	0
Comprehensive loss	$ (42,072)	$ (64,777)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Shareholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Ordinary Shares	Ordinary Shares and Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020		83,539,382
Beginning balance at Dec. 31, 2020	$ (31,307)		$ 201,576		$ (232,883)
Increase (Decrease) in Stockholders' Equity
Net loss	(64,777)				(64,777)
Other comprehensive loss	0
Exercise of stock options (in shares)		216,670
Exercise of stock options	137		137
Exercise of warrants (in shares)		57,811
Issuance of warrants	263		263
Stock-based compensation	1,725		1,725
Ending balance (in shares) at Mar. 31, 2021		83,813,863
Ending balance at Mar. 31, 2021	(93,959)		203,701		(297,660)
Beginning balance (in shares) at Dec. 31, 2021		127,860,639
Beginning balance at Dec. 31, 2021	103,818		504,714	$ 0	(400,896)
Increase (Decrease) in Stockholders' Equity
Net loss	(41,781)				(41,781)
Other comprehensive loss	(291)			(291)
Exercise of stock options (in shares)		789,809
Exercise of stock options	579		579
Vesting of restricted stock units, net of withholding taxes (in shares)		354,719
Vesting of restricted stock units, net of withholding taxes	(359)		(359)
Stock-based compensation	4,029		4,029
Transaction costs	(595)
Ending balance (in shares) at Mar. 31, 2022		129,005,167
Ending balance at Mar. 31, 2022	$ 65,400		$ 508,368	$ (291)	$ (442,677)

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (41,781)	$ (64,777)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,504	930
(Reversal) bad debt expense	(141)	377
Accretion of marketable securities to redemption value	(74)	0
Net realized loss on sale of marketable securities	(13)	0
Stock-based compensation	4,029	1,725
Change in equity-method investment	(334)	(113)
Change in fair value of debt instrument	0	39,653
Change in fair value of warrant liabilities	(211)	0
Changes in operating assets and liabilities:
Accounts receivable	529	2,243
Other receivables	(1,646)	(2,369)
Prepaid expenses and other current assets	53	(5,706)
Other non-current assets	49	(1,497)
Trade payables	(2,805)	1,972
Accrued expenses	2,223	843
Other current and long-term liabilities	(175)	1,820
Net cash used in operating activities	(38,793)	(24,899)
Cash flows from investing activities:
Purchase of property and equipment	(1,010)	(713)
Proceeds from sale and maturities of marketable securities	19,903	0
Net cash provided by (used in) investing activities	18,893	(713)
Cash flows from financing activities:
Proceeds from convertible loan notes	0	76,723
Principal payments on long-term debt	(4,995)	0
Proceeds from exercise of options	579	137
Proceeds from issuance of warrants	0	263
Debt issuance costs incurred	0	(1,140)
Transaction costs	(248)	0
Withheld taxes paid on behalf of employees on net settled stock-based awards	(359)	0
Net cash (used in) provided by financing activities	(5,023)	75,983
Net (decrease) increase in cash and cash equivalents	(24,923)	50,371
Cash and cash equivalents:
Beginning of period	36,786	19,228
End of period	$ 11,863	$ 69,599

Description of Business and Sig

Description of Business and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Significant Accounting Policies	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 o ptical integration challenges facing numerous mega-trend markets. Rockley has partnered with multiple tier-1 customers across markets to deliver complex optical systems required for transformational sensors, communications, and medical product realization. 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 , to these condensed consolidated financial statements. Unless the context otherwise requires, references in these notes to "Rockley", the "Company", "we", "us", or "our" and any related terms are intended to mean the post-Business Combination consolidated company, Rockley Photonics Holdings Limited, while "Legacy Rockley" and "SC Health" refers to the entities prior to the Business Combination. Basis of Presentation and Preparation The accompanying unaudited condensed 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 interim periods presented. The statements have been prepared in accordance with GAAP for interim financial information. Accordingly, these statements do not include all information and footnotes required by GAAP for annual consolidated financial statements, and should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results to be expected for the full fiscal year or future operating periods. 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 condensed consolidated assets, liabilities and results of operations prior to the Forward Recapitalization are those of Legacy Rockley. The condensed 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 (the "Exchange Ratio") ordinary shares of Rockley Photonics Holdings Limited, 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 condensed 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 pandemic. Going Concern The Company has incurred net losses since inception, has an accumulated deficit of $442.7 million as of March 31, 2022 and negative cash flow from operations of $38.8 million for the three months ended March 31, 2022 and expects to incur losses from operations for the foreseeable future. As of March 31, 2022, the Company had cash, cash equivalents and investments of $36.4 million. The Company’s ability to meet its obligations in the ordinary course of business is dependent on its ability to obtain additional financing. As a result, there is substantial doubt about the Company's ability to continue as a going concern within one year after the date these financial statements are issued. The condensed 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 condensed 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. The Company's future liquidity needs, and ability to address those needs, will largely be determined by its ability to obtain additional financing on terms acceptable to us. The Company will continue to seek additional capital through the sale of debt or equity, or other arrangements, however, there can be no assurance that we will be able to raise additional capital when needed or under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders. If the Company raises funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to the holders of ordinary shares. Issued debt securities may contain covenants that limit the Company's ability to pay dividends or make other distributions to shareholders. If we are unable to obtain additional financing, operations may be scaled back or discontinued. Global Pandemic The COVID-19 pandemic recently reached the two-year mark and our priority continues to be the health and safety of our employees. The overall recovery from the COVID-19 pandemic has been uneven and has presented many challenges and risks from general economic uncertainty, changes in consumer demand, disruption of supply chains and challenges with hiring, labor and supply cost inflation. However, as we implemented our phased return to office plan starting in July 2021, we were able to provide greater levels of work flexibility to employees and maintain health and safety standards for employees meeting all regulatory requirements. We continually evaluate the nature and extent of changes to the market and economic conditions related to the COVID-19 pandemic and assess the potential impact on our business and financial position. Despite the emergence of vaccines and vaccine boosters, less virulent strains of COVID-19 such as the Omicron variant, and reduced positivity rates, the end of the COVID-19 pandemic is still uncertain. As such, we expect that the pandemic may continue to have an effect on our results, although the magnitude, duration, and full effects of the pandemic on our future results of operations or cash flows remain difficult to predict at this time. For further discussion of the risks posed to our business from the COVID-19 pandemic, refer to Item 1A of our Form 10-K for the year ended December 31, 2021. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The Company adopted this guidance on January 1, 2021. The adoption of the guidance did not have a material impact on the condensed consolidated financial statements. Accounting Pronouncements Issued but Not Yet Adopted In May 2021, the FASB issued ASU 2021-04, Modification of Equity Classified Written Call Options , to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options such as warrants that remain equity classified after modification or exchange based on consideration of the economic substance of the modification or exchange. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-04, it does not expect ASU 2021-04 to have a material effect on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance . This amendment in ASU 2021-10 aims to increase transparency about government assistance transactions that are not in the scope of other GAAP guidance. The ASU requires disclosure of the nature and significant terms and considerations of the transactions, the accounting policies used and the effects of those transactions. The ASU is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is in the process of assessing the impacts of ASU 2021-10 on its consolidated financial statements.

Business Combination

Business Combination	3 Months Ended
	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Business Combination	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 15.0 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 capital in the condensed consolidated balance sheet as of March 31, 2022. Summary of Net Proceeds The following table reconciles the elements of the net proceeds from the Business Combination as of March 31, 2022 (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 Legacy Rockley 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 $10.00 per share to Cowen and Company LLC ("Cowen") and BCW Securities LLC in lieu of cash payment for a portion of the $3.2 million fees payable to Cowen as part of the transaction costs.

Segment, Geographic, and Signif

Segment, Geographic, and Significant Customer Information	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Segment, Geographic, and Significant Customer Information	Segment, Geographic, and Significant Customer Information Our operations are organized into a single operating and reportable segment for financial reporting purposes, based on how our Chief Operating Decision Maker (“CODM”) manages the business, makes operating decisions around the allocation of resources, and evaluates operating performance. Our CODM is our Chief Executive Officer, who reviews our operating results on a consolidated basis. 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): Three Months Ended March 31, 2022 2021 (Unaudited) United States $ 962 $ 1,771 Total revenue $ 962 $ 1,771 The following tables summarize our most significant customers as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021: Revenue Three Months Ended March 31, 2022 2021 (Unaudited) Customer A 82 % 100 % Customer B 17 % — % Accounts Receivable March 31, 2022 December 31, 2021 (Unaudited) Customer A 87 % 88 % Customer B 12 % 12 % The following table presents property, equipment, finance lease and intangible assets held in the U.S. and internationally in various foreign subsidiaries as of March 31, 2022 and December 31, 2021 (in thousands): As of March 31, 2022 December 31, 2021 United States $ 8,705 $ 8,442 Rest of World 4,418 4,793 Total property, equipment, finance lease and intangible assets $ 13,123 $ 13,235

Equity Method Investment

Equity Method Investment	3 Months Ended
	Mar. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investment	Equity Method Investment As of March 31, 2022 and December 31, 2021, we held an investment in Hengtong Rockley Technology Co., Ltd (“HRT”). Two of HRT's five board members were appointed by Rockley. 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. The following table summarizes our investment in HRT for the three months ended March 31, 2022 (in thousands): Beginning balance, January 1, 2022 $ 4,879 Investment in HRT — Remeasurement gain on HRT 127 Share of gain of HRT 207 Ending balance, March 31, 2022 $ 5,213 Our maximum exposure to loss as a result of our involvement with HRT is limited to the balance of our investment.

Financial Instruments and Fair

Financial Instruments and Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Financial Instruments and Fair Value Measurements	Financial Instruments and 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: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs that reflect quoted prices for identical assets or liabilities in less active markets; quoted prices for similar assets or liabilities in active markets; benchmark yields, reported trades, broker/dealer quotes, inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Unobservable inputs that reflect our own assumptions incorporated in valuation techniques used to measure fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. 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 risk is considered in measuring the fair values of liabilities and assets, respectively. Investments The following is a summary of our investments at fair value for the periods ended March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Corporate bonds and commercial paper $ 1,144 $ 20,037 U.S. Treasury securities 23,373 24,587 Total investments $ 24,517 $ 44,624 The following table presents the contractual maturities of our debt investments as of March 31, 2022 (in thousands): Amortized Cost Fair Value Due in one year or less $ 18,222 $ 18,072 Due after one year through five years 6,530 6,445 $ 24,752 $ 24,517 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): March 31, 2022 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 11,863 $ 11,863 $ — Corporate bonds and commercial paper 1,144 — 1,144 U.S. Treasury securities 23,373 23,373 Total cash, cash equivalents and investments $ 36,380 $ 35,236 $ 1,144 December 31, 2021 Fair Value Measurements at Reporting Date Using 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 and cash equivalents $ 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 March 31, 2022 December 31, 2021 (Unaudited) Financial Liabilities Private Placement Warrants 3,266 3,477 Total financial liabilities $ 3,266 $ 3,477 Private Placement Warrants 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 discussion on the accounting of the Private Placement Warrants is fully described in Note 5—"Fair Value Measurements", to the consolidated financial statements included in “Item 8—Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 10, 2022. The following table presents the changes in the fair value of the Private Placement Warrants (in thousands): Initial measurement, December 31, 2021 $ 3,477 Mark-to-market adjustment $ (211) Private Placement Warrants balance, March 31, 2022 $ 3,266

Balance Sheet Components

Balance Sheet Components	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Balance Sheet Components	Balance Sheet Components Cash and cash equivalents Our cash and cash equivalents balances were concentrated by location as follows: March 31, 2022 December 31, 2021 United Kingdom 77 % 97 % United States 21 % 3 % Other 1 % — % Other receivables (in thousands) March 31, 2022 December 31, 2021 R&D tax credit receivable 1 $ 47,428 $ 45,632 Grants receivable 700 753 VAT receivable 1,112 1,073 Other receivable, net 9 4 Total other receivables $ 49,249 $ 47,462 1 The research and development tax credit receivable consists of research and development expenses that have been claimed as research and development tax credits in accordance with the relevant U.K. tax legislation. The claims related to the 2020 year are currently under examination by the U.K. government. Property and equipment, net (in thousands) March 31, 2022 December 31, 2021 Computer equipment $ 2,129 $ 1,998 Lab equipment 14,843 13,940 Motor vehicles 31 31 Furniture and fixtures 315 315 Leasehold improvements 1,230 1,230 Assets under construction 30 — Total property and equipment $ 18,578 $ 17,514 Less: accumulated depreciation (10,171) (9,088) Total property and equipment, net $ 8,407 $ 8,426 Total depreciation expense for the three months ended March 31, 2022 and 2021 was $1.4 million and $0.8 million, respectively. As part of the expected sale of the Company's data communications business in the second quarter of fiscal 2022, a group of fixed assets will be transferred to the buyer of the business. We have not reclassified these fixed assets as Held For Sale as we consider the balance of these fixed assets to be immaterial to our condensed consolidated financial statements. Finance lease right-of-use assets, net (in thousands) March 31, 2022 December 31, 2021 Finance lease right-of-use assets $ 2,966 $ 2,966 Less: accumulated amortization (1,298) (1,205) Total finance lease right-of-use assets, net $ 1,668 $ 1,761 Amortization expense for the three months ended March 31, 2022 and 2021 was $0.1 million and $0.1 million, respectively. Intangible assets, net (in thousands) March 31, 2022 December 31, 2021 In-process research and development $ 3,048 $ 3,048 Total intangible assets, net $ 3,048 $ 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 three months ended March 31, 2022 and 2021. Other non-current assets (in thousands) March 31, 2022 December 31, 2021 Security deposits $ 280 $ 280 Operating right of use assets 4,257 4,577 Prepaid asset, net of current portion 3,047 2,826 Other non-current assets 200 — Total other non-current assets $ 7,784 $ 7,683 Accrued expenses (in thousands) March 31, 2022 December 31, 2021 Accrued bonus $ 9,587 $ 7,546 Accrued payroll and benefits 4,016 2,750 Accrued taxes 451 439 Accrued fabrication costs 2,962 3,110 Accrued transaction costs 349 1,004 Other accrued expenses 2,717 2,511 Total accrued expenses $ 20,082 $ 17,360

Debt

Debt	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Debt	Debt The remeasurement of the fair value and the conversion of debt adjustments associated with the convertible debt instruments for the three months ended March 31, 2021 are described in “Item 8—Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 10, 2022. The following table summarizes information relating to our debt, (in thousands): March 31, 2022 Principal Change in Fair Value Adjustment Conversion of Debt Adjustment Accreted Interest Cash Payment Net 2020 Term Facility Loan 33,949 6,234 (13,003) 6,636 (12,500) $ 21,316 Less: current portion of long-term debt (21,316) Long-term debt, net of current portion $ — December 31, 2021 Principal Change in Fair Value Adjustment Conversion of Debt Adjustment Accreted Interest Cash Payment Net 2020 Term Facility Loan 33,949 6,234 (13,003) 4,132 (5,000) $ 26,312 Less: current portion of long-term debt (26,312) Long-term debt, net of current portion $ — 2020 Term Facility Loan Please refer to our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 10, 2022 for information on the 2020 Term Facility Loan . As of March 31, 2022, the total outstanding debt for the 2020 Term Facility Loan balance was $21.3 million. The Company accrued unpaid interest expense of $2.5 million for the three months ended March 31, 2022 using the effective interest rate method. The 2020 Term Facility Loan includes a financial covenant that requires the Company to maintain a balance of at least $35.0 million in cash and cash equivalents as defined by the Term Facility Loan agreement.

Warrants

Warrants	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Warrants	Warrants The discussion on the Public Warrants and Private Placement Warrants is described in Note 8—"Warrants", to the consolidated financial statements included in “Item 8—Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 10, 2022. As of March 31, 2022, the Company had 8,625,000 Public Warrants outstanding with a balance of $28.0 million, classified as equity and presented within Additional Paid-In Capital on our condensed consolidated balance sheet. As of March 31, 2022, the Company also had 5,450,000 Private Placement Warrants outstanding with a balance of $3.3 million, classified as liability and presented within warrant liabilities on our condensed consolidated balance sheet. The warrant liabilities are remeasured on a recurring basis, with changes in fair value presented in the condensed consolidated statement of operations at each reporting period.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Income tax expense w as $0.1 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively. The effective income tax rate was less than 1.0% in the three months ended March 31, 2022 and 2021. Our effective tax rate differs from the U.K. statutory rate primarily due to a substantially full valuation allowance against our net deferre d tax assets where it is more likely than not that some or all of the deferred tax assets will not be realized. The income tax expense is primarily related to corporate income taxes in the United States, which operates on a cost–plus arrangements and minimum filing fees in the foreign jurisdictions where we have operations.

Shareholders_ Equity (Deficit)

Shareholders’ Equity (Deficit)	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Shareholders’ Equity (Deficit)	Shareholders’ Equity (Deficit) The Company is authorized to issue 12,417,500,000 ordinary shares with par value of $0.000004 per share. Each holder of the Company's ordinary shares is entitled to one vote per share. As of March 31, 2022, there were 129,005,167 of the Company's ordinary shares issued and outstanding. Holders of the Company's ordinary shares do not have cumulative voting rights. Additionally, the Company has 14,074,986 warrants outstanding as of March 31, 2022. 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.

Net Loss per Share

Net Loss per Share	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Net Loss per Share	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): Three Months Ended March 31, 2022 2021 Basic and diluted: Net loss $ (41,781) $ (64,777) Weighted average ordinary shares outstanding 128,443,050 83,883,581 Basic and diluted net loss per share $ (0.33) $ (0.77) 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. For the three months ended March 31, 2022 and 2021, we excluded the potential effect of outstanding and exercisable options, outstanding RSUs, Legacy Rockley warrants and private and public warrants

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	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 Share Option Plan (the "2013 Plan") , 2021 Share Option Plan (the "2021 Plan"), Restricted Stock Units ("RSUs"), 2021 Employee Stock Purchase Plan (the "ESPP"), and Warrants. 2013 Share Option Plan The holders of Legacy Rockley options under the 2013 Share Option Plan (the "2013 Plan") continue to hold such options and such options remain subject to the same vesting, exercise and other terms and conditions. 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 shares 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 March 31, 2022 , there were no shares 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 Average Options outstanding at December 31, 2021 15,381,736 $ 2.00 Granted — $ — Exercised (789,809) $ 0.77 Forfeited (64,999) $ 3.98 Options outstanding at March 31, 2022 14,526,928 $ 2.06 Options exercisable at March 31, 2022 12,185,463 $ 1.79 2021 Share Option 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 March 31, 2022, there were 14,969,261 shares authorized for issuance under the Plan, of which 9,783,953 shares were available for grant. The following table summarizes the stock option activity related to the 2021 Plan: Number of Average Options outstanding at December 31, 2021 1,013,480 $ 15.84 Granted — $ — Exercised — $ — Forfeited — $ — Options outstanding at March 31, 2022 1,013,480 $ 15.84 Options exercisable at March 31, 2022 152,902 $ 15.84 Restricted Stock Units In 2021, the Company granted restricted RSUs to employees. 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 year ended March 31, 2022 was as follows : Number of Weighted Average Outstanding at December 31, 2021 4,154,508 $ 6.71 Granted 488,702 $ 4.08 Vested (447,428) $ 7.03 Forfeited (23,954) $ 7.07 Outstanding at March 31, 2022 4,171,828 $ 6.36 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 ESPP is more fully described in Note 12 of the "Notes to Consolidated Financial Statements" to its Annual Report on Form 10-K for the year ended December 31, 2021. As of March 31, 2022, 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 the March 31, 2022 , no shares of the Company's ordinary shares have been purchased or distributed pursuant to the ESPP. Stock-based compensation expense The following table summarizes our stock-based compensation expense for all equity arrangements and is included in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2022 2021 Cost of revenue $ 508 $ 268 Research and development 2,672 1,048 Selling, general and administrative 849 409 Total stock-based compensation expense $ 4,029 $ 1,725 As of March 31, 2022, there was approximately of $38.1 million of total unrecognized stock based compensation expenses related to our equity awards, which is expected to be recognized over a weighted average peri od of 1.4 years. Performance Options In 2019, the Company granted performance-based options to certain individuals with conditions that include specific sales and fundraising targets. For the three months ended March 31, 2022 and 2021, we recognized a total expense of $0.1 million and $0.1 million in relation to the performance-based options. As of March 31, 2022 and December 31, 2021, there were approximately $0.8 million and $0.9 million of unrecognized stock-based compensation expense related to the performance-based options. As of March 31, 2022, no additional performance-based awards were granted. Warrants

Leases

Leases	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
Leases	Leases The weighted average remaining lease term was 1 year for operating leases as of March 31, 2022. The weighted average discount rate was 6.0% for operating leases as of March 31, 2022. The components of operating lease cost for the three months ended March 31, 2022 and 2021, were as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating Lease Cost: Fixed lease cost $ 390 $ 213 Variable lease cost 65 137 Total operating lease cost $ 455 $ 350 The supplemental cash flow information related to our operating leases is as follows (in thousands): Three Months Ended March 31, 2022 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 334 $ 233 Operating cash flows for finance leases $ — $ — Financing cash flows for finance leases $ — $ — Right-of-use assets obtained in exchange of lease obligations: Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 2,187 There are no finance lease liabilities as of March 31, 2022. Maturities of operating lease liabilities as of March 31, 2022, are as follows (in thousands): Operating Leases 2022 (for the remaining period) $ 1,252 2023 1,394 2024 914 2025 818 2026 842 Thereafter 186 Total lease obligation $ 5,406 Less: Imputed interest (606) Total lease liabilities $ 4,800 Less: Current lease liabilities (1,439) Total non-current lease liabilities $ 3,361
Leases	Leases The weighted average remaining lease term was 1 year for operating leases as of March 31, 2022. The weighted average discount rate was 6.0% for operating leases as of March 31, 2022. The components of operating lease cost for the three months ended March 31, 2022 and 2021, were as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating Lease Cost: Fixed lease cost $ 390 $ 213 Variable lease cost 65 137 Total operating lease cost $ 455 $ 350 The supplemental cash flow information related to our operating leases is as follows (in thousands): Three Months Ended March 31, 2022 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 334 $ 233 Operating cash flows for finance leases $ — $ — Financing cash flows for finance leases $ — $ — Right-of-use assets obtained in exchange of lease obligations: Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 2,187 There are no finance lease liabilities as of March 31, 2022. Maturities of operating lease liabilities as of March 31, 2022, are as follows (in thousands): Operating Leases 2022 (for the remaining period) $ 1,252 2023 1,394 2024 914 2025 818 2026 842 Thereafter 186 Total lease obligation $ 5,406 Less: Imputed interest (606) Total lease liabilities $ 4,800 Less: Current lease liabilities (1,439) Total non-current lease liabilities $ 3,361

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 March 31, 2022 there is 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 March 31, 2022 and December 31, 2021, we had $13.7 million and $13.6 million, respectively, in contractual obligations for which we have not yet received the services.

Defined Contribution Plan

Defined Contribution Plan	3 Months Ended
	Mar. 31, 2022
Retirement Benefits [Abstract]
Defined Contribution Plan	Defined Contribution PlanWe 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 condensed consolidated statements of operations and comprehensive loss. Defined contributions were $0.2 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively.

Supplemental Cash Flow Informat

Supplemental Cash Flow Information	3 Months Ended
	Mar. 31, 2022
Supplemental Cash Flow Elements [Abstract]
Supplemental Cash Flow Information	Supplemental Cash Flow Information Non-cash operating, investing, and financing activities, and supplemental cash flow information are as follows (in thousands): Three Months Ended March 31, 2022 2021 Supplemental Cash Flow Information: Cash payments for: Interest paid $ 183 $ 121 Income tax paid $ 1 $ 100 Non-cash Operating Activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 2,187 $ — $ 2,187 Non-cash Investing Activities: Unpaid property and equipment received $ 383 $ 797 Unpaid balance related to the Asset Acquisition $ — $ 500 Unrealized loss on available-for-sale marketable securities $ 291 $ — $ 674 $ 1,297 Non-cash Financing Activities: Unpaid deferred transaction costs 349 4,722 $ 349 $ 4,722

Subsequent Event

Subsequent Event	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Event	Subsequent EventOn May 12, 2022, the Company issued secured convertible notes and warrants to certain investors in the aggregate principal amount of $81.5 million. The notes mature in 2026 and 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, which will also bear interest.

Description of Business and S_2

Description of Business and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Preparation	Basis of Presentation and Preparation The accompanying unaudited condensed 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 interim periods presented. The statements have been prepared in accordance with GAAP for interim financial information. Accordingly, these statements do not include all information and footnotes required by GAAP for annual consolidated financial statements, and should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results to be expected for the full fiscal year or future operating periods. 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 condensed consolidated assets, liabilities and results of operations prior to the Forward Recapitalization are those of Legacy Rockley. The condensed 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 (the "Exchange Ratio") ordinary shares of Rockley Photonics Holdings Limited, 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 condensed 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 pandemic.
Going Concern	Going Concern The Company has incurred net losses since inception, has an accumulated deficit of $442.7 million as of March 31, 2022 and negative cash flow from operations of $38.8 million for the three months ended March 31, 2022 and expects to incur losses from operations for the foreseeable future. As of March 31, 2022, the Company had cash, cash equivalents and investments of $36.4 million. The Company’s ability to meet its obligations in the ordinary course of business is dependent on its ability to obtain additional financing. As a result, there is substantial doubt about the Company's ability to continue as a going concern within one year after the date these financial statements are issued. The condensed 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 condensed 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. The Company's future liquidity needs, and ability to address those needs, will largely be determined by its ability to obtain additional financing on terms acceptable to us. The Company will continue to seek additional capital through the sale of debt or equity, or other arrangements, however, there can be no assurance that we will be able to raise additional capital when needed or under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders. If the Company raises funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to the holders of ordinary shares. Issued debt securities may contain covenants that limit the Company's ability to pay dividends or make other distributions to shareholders. If we are unable to obtain additional financing, operations may be scaled back or discontinued.
Global Pandemic	Global Pandemic The COVID-19 pandemic recently reached the two-year mark and our priority continues to be the health and safety of our employees. The overall recovery from the COVID-19 pandemic has been uneven and has presented many challenges and risks from general economic uncertainty, changes in consumer demand, disruption of supply chains and challenges with hiring, labor and supply cost inflation. However, as we implemented our phased return to office plan starting in July 2021, we were able to provide greater levels of work flexibility to employees and maintain health and safety standards for employees meeting all regulatory requirements. We continually evaluate the nature and extent of changes to the market and economic conditions related to the COVID-19 pandemic and assess the potential impact on our business and financial position. Despite the emergence of vaccines and vaccine boosters, less virulent strains of COVID-19 such as the Omicron variant, and reduced positivity rates, the end of the COVID-19 pandemic is still uncertain. As such, we expect that the pandemic may continue to have an effect on our results, although the magnitude, duration, and full effects of the pandemic on our future results of operations or cash flows remain difficult to predict at this time. For further discussion of the risks posed to our business from the COVID-19 pandemic, refer to Item 1A of our Form 10-K for the year ended December 31, 2021.
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Issued but Not Yet Adopted	Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which affects general principles within Topic 740, and are meant to simplify and reduce the cost of accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and simplifies areas including franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, the incremental approach for intraperiod tax allocation, interim period income tax accounting for year-to-date losses that exceed anticipated losses and enacted changes in tax laws in interim periods. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The Company adopted this guidance on January 1, 2021. The adoption of the guidance did not have a material impact on the condensed consolidated financial statements. Accounting Pronouncements Issued but Not Yet Adopted In May 2021, the FASB issued ASU 2021-04, Modification of Equity Classified Written Call Options , to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options such as warrants that remain equity classified after modification or exchange based on consideration of the economic substance of the modification or exchange. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-04, it does not expect ASU 2021-04 to have a material effect on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance . This amendment in ASU 2021-10 aims to increase transparency about government assistance transactions that are not in the scope of other GAAP guidance. The ASU requires disclosure of the nature and significant terms and considerations of the transactions, the accounting policies used and the effects of those transactions. The ASU is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is in the process of assessing the impacts of ASU 2021-10 on its consolidated financial statements.

Business Combination (Tables)

Business Combination (Tables)	3 Months Ended
	Mar. 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 March 31, 2022 (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 Legacy Rockley 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 $10.00 per share to Cowen and Company LLC ("Cowen") and BCW Securities LLC in lieu of cash payment for a portion of the $3.2 million fees payable to Cowen as part of the transaction costs.

Segment, Geographic, and Sign_2

Segment, Geographic, and Significant Customer Information (Tables)	3 Months Ended
	Mar. 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): Three Months Ended March 31, 2022 2021 (Unaudited) United States $ 962 $ 1,771 Total revenue $ 962 $ 1,771
Schedules of Concentration of Risk, by Customer	The following tables summarize our most significant customers as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021: Revenue Three Months Ended March 31, 2022 2021 (Unaudited) Customer A 82 % 100 % Customer B 17 % — % Accounts Receivable March 31, 2022 December 31, 2021 (Unaudited) Customer A 87 % 88 % Customer B 12 % 12 % The following table presents property, equipment, finance lease and intangible assets held in the U.S. and internationally in various foreign subsidiaries as of March 31, 2022 and December 31, 2021 (in thousands): As of March 31, 2022 December 31, 2021 United States $ 8,705 $ 8,442 Rest of World 4,418 4,793 Total property, equipment, finance lease and intangible assets $ 13,123 $ 13,235

Equity Method Investment (Table

Equity Method Investment (Tables)	3 Months Ended
	Mar. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Summary of Investments	The following table summarizes our investment in HRT for the three months ended March 31, 2022 (in thousands): Beginning balance, January 1, 2022 $ 4,879 Investment in HRT — Remeasurement gain on HRT 127 Share of gain of HRT 207 Ending balance, March 31, 2022 $ 5,213

Financial Instruments and Fai_2

Financial Instruments and Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Summary of Debt Securities	The following is a summary of our investments at fair value for the periods ended March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Corporate bonds and commercial paper $ 1,144 $ 20,037 U.S. Treasury securities 23,373 24,587 Total investments $ 24,517 $ 44,624 The following table presents the contractual maturities of our debt investments as of March 31, 2022 (in thousands): Amortized Cost Fair Value Due in one year or less $ 18,222 $ 18,072 Due after one year through five years 6,530 6,445 $ 24,752 $ 24,517
Fair Value, by Balance Sheet Grouping	The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands): March 31, 2022 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 11,863 $ 11,863 $ — Corporate bonds and commercial paper 1,144 — 1,144 U.S. Treasury securities 23,373 23,373 Total cash, cash equivalents and investments $ 36,380 $ 35,236 $ 1,144 December 31, 2021 Fair Value Measurements at Reporting Date Using 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 and cash equivalents $ 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 March 31, 2022 December 31, 2021 (Unaudited) Financial Liabilities Private Placement Warrants 3,266 3,477 Total financial liabilities $ 3,266 $ 3,477
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis	The following table presents the changes in the fair value of the Private Placement Warrants (in thousands): Initial measurement, December 31, 2021 $ 3,477 Mark-to-market adjustment $ (211) Private Placement Warrants balance, March 31, 2022 $ 3,266

Balance Sheet Components (Table

Balance Sheet Components (Tables)	3 Months Ended
	Mar. 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: March 31, 2022 December 31, 2021 United Kingdom 77 % 97 % United States 21 % 3 % Other 1 % — %
Schedule of Other Receivables	Other receivables (in thousands) March 31, 2022 December 31, 2021 R&D tax credit receivable 1 $ 47,428 $ 45,632 Grants receivable 700 753 VAT receivable 1,112 1,073 Other receivable, net 9 4 Total other receivables $ 49,249 $ 47,462
Schedule of Property, Plant and Equipment	Property and equipment, net (in thousands) March 31, 2022 December 31, 2021 Computer equipment $ 2,129 $ 1,998 Lab equipment 14,843 13,940 Motor vehicles 31 31 Furniture and fixtures 315 315 Leasehold improvements 1,230 1,230 Assets under construction 30 — Total property and equipment $ 18,578 $ 17,514 Less: accumulated depreciation (10,171) (9,088) Total property and equipment, net $ 8,407 $ 8,426
Finance Lease, Right-Of-Use Assets	Finance lease right-of-use assets, net (in thousands) March 31, 2022 December 31, 2021 Finance lease right-of-use assets $ 2,966 $ 2,966 Less: accumulated amortization (1,298) (1,205) Total finance lease right-of-use assets, net $ 1,668 $ 1,761
Schedule of Intangible Assets, Net	Intangible assets, net (in thousands) March 31, 2022 December 31, 2021 In-process research and development $ 3,048 $ 3,048 Total intangible assets, net $ 3,048 $ 3,048
Schedule of Other Non-current Assets	Other non-current assets (in thousands) March 31, 2022 December 31, 2021 Security deposits $ 280 $ 280 Operating right of use assets 4,257 4,577 Prepaid asset, net of current portion 3,047 2,826 Other non-current assets 200 — Total other non-current assets $ 7,784 $ 7,683
Schedule of Accrued Expenses	Accrued expenses (in thousands) March 31, 2022 December 31, 2021 Accrued bonus $ 9,587 $ 7,546 Accrued payroll and benefits 4,016 2,750 Accrued taxes 451 439 Accrued fabrication costs 2,962 3,110 Accrued transaction costs 349 1,004 Other accrued expenses 2,717 2,511 Total accrued expenses $ 20,082 $ 17,360

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of Long-term Debt	The following table summarizes information relating to our debt, (in thousands): March 31, 2022 Principal Change in Fair Value Adjustment Conversion of Debt Adjustment Accreted Interest Cash Payment Net 2020 Term Facility Loan 33,949 6,234 (13,003) 6,636 (12,500) $ 21,316 Less: current portion of long-term debt (21,316) Long-term debt, net of current portion $ — December 31, 2021 Principal Change in Fair Value Adjustment Conversion of Debt Adjustment Accreted Interest Cash Payment Net 2020 Term Facility Loan 33,949 6,234 (13,003) 4,132 (5,000) $ 26,312 Less: current portion of long-term debt (26,312) Long-term debt, net of current portion $ —

Net Loss per Share (Tables)

Net Loss per Share (Tables)	3 Months Ended
	Mar. 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): Three Months Ended March 31, 2022 2021 Basic and diluted: Net loss $ (41,781) $ (64,777) Weighted average ordinary shares outstanding 128,443,050 83,883,581 Basic and diluted net loss per share $ (0.33) $ (0.77)

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 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 Average Options outstanding at December 31, 2021 15,381,736 $ 2.00 Granted — $ — Exercised (789,809) $ 0.77 Forfeited (64,999) $ 3.98 Options outstanding at March 31, 2022 14,526,928 $ 2.06 Options exercisable at March 31, 2022 12,185,463 $ 1.79 The following table summarizes the stock option activity related to the 2021 Plan: Number of Average Options outstanding at December 31, 2021 1,013,480 $ 15.84 Granted — $ — Exercised — $ — Forfeited — $ — Options outstanding at March 31, 2022 1,013,480 $ 15.84 Options exercisable at March 31, 2022 152,902 $ 15.84
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity	Employee RSUs activity for the year ended March 31, 2022 was as follows : Number of Weighted Average Outstanding at December 31, 2021 4,154,508 $ 6.71 Granted 488,702 $ 4.08 Vested (447,428) $ 7.03 Forfeited (23,954) $ 7.07 Outstanding at March 31, 2022 4,171,828 $ 6.36
Schedule of Stock-Based Compensation Expense	The following table summarizes our stock-based compensation expense for all equity arrangements and is included in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2022 2021 Cost of revenue $ 508 $ 268 Research and development 2,672 1,048 Selling, general and administrative 849 409 Total stock-based compensation expense $ 4,029 $ 1,725

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
Summary of Operating Lease Information	The components of operating lease cost for the three months ended March 31, 2022 and 2021, were as follows (in thousands): Three Months Ended March 31, 2022 2021 Operating Lease Cost: Fixed lease cost $ 390 $ 213 Variable lease cost 65 137 Total operating lease cost $ 455 $ 350 The supplemental cash flow information related to our operating leases is as follows (in thousands): Three Months Ended March 31, 2022 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 334 $ 233 Operating cash flows for finance leases $ — $ — Financing cash flows for finance leases $ — $ — Right-of-use assets obtained in exchange of lease obligations: Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 2,187
Schedule of Maturity of Operating Lease Liabilities	Maturities of operating lease liabilities as of March 31, 2022, are as follows (in thousands): Operating Leases 2022 (for the remaining period) $ 1,252 2023 1,394 2024 914 2025 818 2026 842 Thereafter 186 Total lease obligation $ 5,406 Less: Imputed interest (606) Total lease liabilities $ 4,800 Less: Current lease liabilities (1,439) Total non-current lease liabilities $ 3,361

Supplemental Cash Flow Inform_2

Supplemental Cash Flow Information (Tables)	3 Months Ended
	Mar. 31, 2022
Supplemental Cash Flow Elements [Abstract]
Schedule of Supplemental Cash Flow Information	Non-cash operating, investing, and financing activities, and supplemental cash flow information are as follows (in thousands): Three Months Ended March 31, 2022 2021 Supplemental Cash Flow Information: Cash payments for: Interest paid $ 183 $ 121 Income tax paid $ 1 $ 100 Non-cash Operating Activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 2,187 $ — $ 2,187 Non-cash Investing Activities: Unpaid property and equipment received $ 383 $ 797 Unpaid balance related to the Asset Acquisition $ — $ 500 Unrealized loss on available-for-sale marketable securities $ 291 $ — $ 674 $ 1,297 Non-cash Financing Activities: Unpaid deferred transaction costs 349 4,722 $ 349 $ 4,722

Description of Business and S_3

Description of Business and Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands	Aug. 11, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Entity shares issued per acquiree share, ratio	248.35%
Ordinary shares, par value (in dollars per share)		$ 0.000004		$ 0.000004
Accumulated deficit		$ (442,677)		$ (400,896)
Net cash used in operating activities		(38,793)	$ (24,899)
Cash and short-term investments		$ 36,400

Business Combination - Narrativ

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

Business Combination - Summary

Business Combination - Summary of Proceeds from Business Combination (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
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	Mar. 31, 2022	Dec. 31, 2021	Aug. 10, 2021
Business Acquisition [Line Items]
Ordinary shares outstanding (in shares)	126,675,000	129,005,167	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 (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Concentration Risk [Line Items]
Revenue	$ 962	$ 1,771
Total property, equipment, finance lease and intangible assets	$ 13,123		$ 13,235
Revenue | Customer Concentration Risk | Customer A
Concentration Risk [Line Items]
Concentration risk	82.00%	100.00%
Revenue | Customer Concentration Risk | Customer B
Concentration Risk [Line Items]
Concentration risk	17.00%	0.00%
Accounts Receivable | Customer Concentration Risk | Customer A
Concentration Risk [Line Items]
Concentration risk	87.00%		88.00%
Accounts Receivable | Customer Concentration Risk | Customer B
Concentration Risk [Line Items]
Concentration risk	12.00%		12.00%
United States
Concentration Risk [Line Items]
Revenue	$ 962	$ 1,771
Total property, equipment, finance lease and intangible assets	8,705		$ 8,442
Rest of World
Concentration Risk [Line Items]
Total property, equipment, finance lease and intangible assets	$ 4,418		$ 4,793

Equity Method Investment (Detai

Equity Method Investment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Equity Method Investment
Beginning balance, January 1, 2022	$ 4,879
Share of gain of HRT	207	$ (163)
Ending balance, March 31, 2022	$ 5,213
HRT | Variable Interest Entity
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	24.90%
Equity Method Investment
Beginning balance, January 1, 2022	$ 4,879
Investment in HRT	0
Remeasurement gain on HRT	127
Share of gain of HRT	207
Ending balance, March 31, 2022	$ 5,213

Financial Instruments and Fai_3

Financial Instruments and Fair Value Measurements - Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	$ 24,517	$ 44,624
Corporate bonds and commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	1,144	20,037
U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	$ 23,373	$ 24,587

Financial Instruments and Fai_4

Financial Instruments and Fair Value Measurements - Summary of Debt Securities (Details) $ in Thousands	Mar. 31, 2022USD ($)
Amortized Cost
Due in one year or less	$ 18,222
Due after one year through five years	6,530
Debt securities, amortized cost	24,752
Fair Value
Due in one year or less	18,072
Due after one year through five years	6,445
Debt securities, fair value	$ 24,517

Financial Instruments and Fai_5

Financial Instruments and Fair Value Measurements - Financial Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 11,863	$ 36,786
Total investments	24,517	44,624
Total cash, cash equivalents and investments	36,380	81,410
Private Placement Warrants	3,266	3,477
Total financial liabilities	3,266	3,477
Corporate bonds and commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	1,144	20,037
U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	23,373	24,587
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	11,863	36,786
Total cash, cash equivalents and investments	35,236	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	0
Level 1 | U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	23,373	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, cash equivalents and investments	1,144	20,037
Level 2 | Corporate bonds and commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	1,144	20,037
Level 2 | U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		$ 0

Financial Instruments and Fai_6

Financial Instruments and Fair Value Measurements - Fair Value Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Mark-to-market adjustment	$ 0	$ 39,653
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	3,477
Mark-to-market adjustment	(211)
Ending balance	$ 3,266

Balance Sheet Components - Cash

Balance Sheet Components - Cash and Cash Equivalents (Details) - Cash and Cash Equivalents - Geographic Concentration Risk	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
United Kingdom
Cash and Cash Equivalents [Line Items]
Concentration risk	77.00%	97.00%
United States
Cash and Cash Equivalents [Line Items]
Concentration risk	21.00%	3.00%
Other
Cash and Cash Equivalents [Line Items]
Concentration risk	1.00%	0.00%

Balance Sheet Components - Othe

Balance Sheet Components - Other Receivables (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
R&D tax credit receivable	$ 47,428	$ 45,632
Grants receivable	700	753
VAT receivable	1,112	1,073
Other receivable, net	9	4
Total other receivables	$ 49,249	$ 47,462

Balance Sheet Components - Long

Balance Sheet Components - Long Lived Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 18,578		$ 17,514
Less: accumulated depreciation	(10,171)		(9,088)
Total property and equipment, net	8,407		8,426
Depreciation	1,400	$ 800
Finance lease right-of-use assets	2,966		2,966
Less: accumulated amortization	(1,298)		(1,205)
Total finance lease right-of-use assets, net	$ 1,668		$ 1,761
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net		Property and equipment, net
Amortization	$ 100	$ 100
Computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	2,129		$ 1,998
Lab equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	14,843		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	315		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	$ 30		$ 0

Balance Sheet Components - Sche

Balance Sheet Components - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Indefinite-lived Intangible Assets [Line Items]
Intangible assets, net	$ 3,048	$ 3,048
In-process research and development
Indefinite-lived Intangible Assets [Line Items]
Intangible assets, net	$ 3,048	$ 3,048

Balance Sheet Components - Sc_2

Balance Sheet Components - Schedule of Other Non-current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Security deposits	$ 280	$ 280
Operating right of use assets	4,257	4,577
Prepaid asset, net of current portion	3,047	2,826
Other non-current assets	200	0
Total other non-current assets	$ 7,784	$ 7,683
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Total other non-current assets	Total other non-current assets

Balance Sheet Components - Sc_3

Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued bonus	$ 9,587	$ 7,546
Accrued payroll and benefits	4,016	2,750
Accrued taxes	451	439
Accrued fabrication costs	2,962	3,110
Accrued transaction costs	349	1,004
Other accrued expenses	2,717	2,511
Total accrued expenses	$ 20,082	$ 17,360

Debt - Summary of Long Term Deb

Debt - Summary of Long Term Debt (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Less: current portion of long-term debt	$ (21,316)	$ (26,312)
Long-term debt, net of current portion	0	0
Line of Credit
Debt Instrument [Line Items]
Principal	33,949	33,949
Change in Fair Value Adjustment	6,234	6,234
Change in Fair Value Adjustment	(13,003)	(13,003)
Conversion of Debt Adjustment	6,636	4,132
Cash Payment	(12,500)	(5,000)
Total long-term debt	$ 21,316	$ 26,312

Debt - Narrative (Details)

Debt - Narrative (Details) - Line of Credit - USD ($)	3 Months Ended
	Mar. 31, 2022	Apr. 13, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Interest paid	$ 2,500,000
Long-term debt	21,316,000		$ 26,312,000
Debt instrument, face amount	$ 35,000,000
Subsequent Event
Debt Instrument [Line Items]
Debt instrument, face amount		$ 25,000,000

Warrants (Details)

Warrants (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	14,074,986
Warrant liabilities	$ 3,266	$ 3,477
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	8,625,000
Warrant liabilities	$ 28,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	5,450,000
Warrant liabilities	$ 3,300

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Provision for income tax	$ 131	$ 100
Effective income tax rate, percent (less than)	1.00%	1.00%

Shareholders_ Equity (Deficit)

Shareholders’ Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 11, 2021	Oct. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Equity [Abstract]
Ordinary shares authorized (in shares)			12,417,500,000	12,417,500,000
Ordinary shares, par value (in dollars per share)			$ 0.000004	$ 0.000004
Ordinary shares issued (in shares)			129,005,167	127,860,639
Ordinary shares outstanding (in shares)	126,675,000		129,005,167	127,860,639
Warrants outstanding (in shares)			14,074,986
Class of Stock [Line Items]
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	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class of Warrant or Right [Line Items]
Net loss, basic	$ (41,781)	$ (64,777)
Net loss, diluted	$ (41,781)	$ (64,777)
Basic (in shares)	128,443,050	83,883,581
Diluted (in shares)	128,443,050	83,883,581
Basic (in dollars per share)	$ (0.33)	$ (0.77)
Diluted (in dollars per share)	$ (0.33)	$ (0.77)
Warrants outstanding (in shares)	14,074,986
Antidilutive securities (in shares)	14,300,000
Options and RSUs
Class of Warrant or Right [Line Items]
Antidilutive securities (in shares)	16,500,000
Warrants
Class of Warrant or Right [Line Items]
Antidilutive securities (in shares)	14,100,000
Warrant Redemption Scenario One
Class of Warrant or Right [Line Items]
Warrants outstanding, exercise price (in dollars per share)	$ 0.01

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands	Aug. 11, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Entity shares issued per acquiree share, ratio	248.35%
Unrecognized compensation expense, options		$ 38,100
Total stock-based compensation expense		4,029	$ 1,725
Unrecognized compensation expense		$ 800		$ 900
2013 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Entity shares issued per acquiree share, ratio	248.35%
Convertible Notes
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants exercised (in shares)	1,800,000
Warrants exercised, fair value	$ 18,100
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense, period for recognition		1 year 4 months 24 days
Options | 2013 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)		0
Options | 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)		9,783,953
Number of shares authorized (in shares)		14,969,261
Performance Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense		$ 100	$ 100
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)				1,526,239
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				4 years

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2022$ / sharesshares
2013 Plan
Number of Options Outstanding
Beginning balance (in shares) | shares	15,381,736
Granted (in shares) | shares	0
Exercised (in shares) | shares	(789,809)
Forfeited (in shares) | shares	(64,999)
Ending balance (in shares) | shares	14,526,928
Options exercisable (in shares) | shares	12,185,463
Average Exercise Price Per Share
Beginning balance (in dollars per share) | $ / shares	$ 2
Granted (in dollars per share) | $ / shares	0
Exercised (in dollars per share) | $ / shares	0.77
Forfeited (in dollars per share) | $ / shares	3.98
Ending balance (in dollars per share) | $ / shares	2.06
Options exercisable (in dollars per share) | $ / shares	$ 1.79
2021 Plan
Number of Options Outstanding
Beginning balance (in shares) | shares	1,013,480
Granted (in shares) | shares	0
Exercised (in shares) | shares	0
Forfeited (in shares) | shares	0
Ending balance (in shares) | shares	1,013,480
Options exercisable (in shares) | shares	152,902
Average Exercise Price Per Share
Beginning balance (in dollars per share) | $ / shares	$ 15.84
Granted (in dollars per share) | $ / shares	0
Exercised (in dollars per share) | $ / shares	0
Forfeited (in dollars per share) | $ / shares	0
Ending balance (in dollars per share) | $ / shares	15.84
Options exercisable (in dollars per share) | $ / shares	$ 15.84

Stock-Based Compensation - RSU

Stock-Based Compensation - RSU Activity (Details) - RSUs	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Awards Outstanding
Outstanding, beginning balance (in shares) | shares	4,154,508
Granted (in shares) | shares	488,702
Vested (in shares) | shares	(447,428)
Forfeited (in shares) | shares	(23,954)
Outstanding, ending balance (in shares) | shares	4,171,828
Weighted Average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share) | $ / shares	$ 6.71
Granted (in dollars per share) | $ / shares	4.08
Vested (in dollars per share) | $ / shares	7.03
Forfeited (in dollars per share) | $ / shares	7.07
Outstanding, ending balance (in dollars per share) | $ / shares	$ 6.36

Stock-Based Compensation - St_2

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 4,029	$ 1,725
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	508	268
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	2,672	1,048
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 849	$ 409

Leases - Additional Information

Leases - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Operating lease, weighted average remaining lease term	1 year
Operating lease, weighted average discount rate	6.00%
Operating Lease Cost:
Fixed lease cost	$ 390	$ 213
Variable lease cost	65	137
Total operating lease cost	455	350
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	334	233
Operating cash flows for finance leases	0	0
Financing cash flows for finance leases	0	0
Right-of-use assets obtained in exchange of lease obligations:
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 0	$ 2,187

Leases - Schedule of Maturities

Leases - Schedule of Maturities of Operating Leases (Details) $ in Thousands	Mar. 31, 2022USD ($)
Leases [Abstract]
2022 (for the remaining period)	$ 1,252
2023	1,394
2024	914
2025	818
2026	842
Thereafter	186
Total lease obligation	5,406
Less: Imputed interest	(606)
Total lease liabilities	$ 4,800
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities
Less: Current lease liabilities	$ (1,439)
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities
Total non-current lease liabilities	$ 3,361

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Contractual obligations	$ 13.7	$ 13.6

Defined Contribution Plan (Deta

Defined Contribution Plan (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Retirement Benefits [Abstract]
Defined contribution plan, employer contributions	$ 0.2	$ 0.2

Supplemental Cash Flow Inform_3

Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash payments for:
Interest paid	$ 183	$ 121
Income tax paid	1	100
Non-cash Operating Activities:
Right-of-use assets obtained in exchange for new operating lease liabilities	0	2,187
Total non-cash operating activities	0	2,187
Non-cash Investing Activities:
Unpaid property and equipment received	383	797
Unpaid balance related to the Asset Acquisition	0	500
Unrealized loss on available-for-sale marketable securities	291	0
Total non-cash investing activities	674	1,297
Non-cash Financing Activities:
Unpaid deferred transaction costs	349	4,722
Total non-cash financing activities	$ 349	$ 4,722

Subsequent Event (Details)

Subsequent Event (Details) - Subsequent Event - Convertible Notes - Convertible Notes Due 2026 $ in Millions	May 12, 2022USD ($)
Subsequent Event [Line Items]
Debt instrument, face amount	$ 81.5
Debt Instrument, Interest Rate Scenario 1
Subsequent Event [Line Items]
Debt instrument, stated percentage	9.50%
Debt Instrument, Interest Rate Scenario 2
Subsequent Event [Line Items]
Debt instrument, stated percentage	12.00%
Interest rate, payable in cash	5.75%
Interest rate, payable in issuance of additional debt	6.25%