Rockley Photonics (RKLYQ) 10-Q 12 Aug 22 2022 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2022	Aug. 05, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 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)		129,939,770
Entity Central Index Key	0001852117
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
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 ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 38,772,000	$ 36,786,000
Short-term investments	7,826,000	26,965,000
Accounts receivable, net of allowance of $0 and $302 as of June 30, 2022 and December 31, 2021, respectively	1,466,000	1,359,000
Other receivables, net of allowance of $0 and $141 as of June 30, 2022 and December 31, 2021, respectively	48,127,000	47,462,000
Prepaid expenses and other current assets	6,259,000	6,802,000
Total current assets	102,450,000	119,374,000
Long-term investments	0	17,659,000
Property and equipment, net	10,161,000	10,187,000
Equity method investment	5,060,000	4,879,000
Intangible assets, net	3,048,000	3,048,000
Other non-current assets	8,191,000	7,683,000
Total assets	128,910,000	162,830,000
Current liabilities
Trade payables	8,730,000	6,882,000
Accrued expenses	15,730,000	17,360,000
Debt, current portion	0	26,312,000
Other current liabilities	1,577,000	1,238,000
Total current liabilities	26,037,000	51,792,000
Long-term debt, net	97,561,000	0
Warrant liabilities	52,189,000	3,477,000
Other long-term liabilities	3,588,000	3,743,000
Total liabilities	179,375,000	59,012,000
Commitments and contingencies (Note 14)
Shareholders’ equity (deficit)
Ordinary shares, $0.000004 par value; 12,443,961,038 and 12,417,500,000 authorized as of June 30, 2022 and December 31, 2021, respectively; 129,917,925 and 127,860,639 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	0	0
Additional paid-in-capital	514,225,000	504,714,000
Accumulated other comprehensive loss	(176,000)	0
Accumulated deficit	(564,514,000)	(400,896,000)
Total shareholders’ equity (deficit)	(50,465,000)	103,818,000
Total liabilities and shareholders’ equity (deficit)	$ 128,910,000	$ 162,830,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Other receivables, net of allowance of $0 and $141 as of June 30, 2022 and December 31, 2021, respectively	$ 0	$ 141,000
Ordinary shares, par value (in dollars per share)	$ 0.000004	$ 0.000004
Ordinary shares authorized (in shares)	12,443,961,038	12,417,500,000
Ordinary shares issued (in shares)	129,917,925	127,860,639
Ordinary shares outstanding (in shares)	129,917,925	127,860,639
Other receivables, net of allowance of $0 and $141 as of June 30, 2022 and December 31, 2021, respectively	$ 48,127,000	$ 47,462,000
Other non-current assets	8,191,000	7,683,000
Accounts receivable, net of allowance of $0 and $302 as of June 30, 2022 and December 31, 2021, respectively	0	302,000
Accrued expenses	$ 15,730,000	$ 17,360,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenue	$ 1,505,000	$ 2,195,000	$ 2,467,000	$ 3,966,000
Cost of revenue	2,292,000	4,549,000	5,687,000	8,283,000
Gross profit	(787,000)	(2,354,000)	(3,220,000)	(4,317,000)
Operating expenses:
Selling, general, and administrative expenses	21,166,000	6,715,000	32,104,000	14,020,000
Research and development expenses	26,299,000	17,551,000	51,101,000	33,531,000
Total operating expenses	47,465,000	24,266,000	83,205,000	47,551,000
Loss from operations	(48,252,000)	(26,620,000)	(86,425,000)	(51,868,000)
Other Income and Expenses [Abstract]
Other expense, net	(155,000)	2,860,000	(169,000)	2,860,000
Interest expense, net	(4,514,000)	(179,000)	(7,167,000)	(326,000)
Equity method investment loss	(169,000)	(597,000)	38,000	(760,000)
Change in fair value of debt instruments	(47,579,000)	(6,008,000)	(47,579,000)	(45,661,000)
Change in fair value of warrant liabilities	(18,219,000)	0	(18,008,000)	0
(Loss) gain on foreign currency	(3,417,000)	97,000	(4,645,000)	631,000
Total other expense	(74,053,000)	(3,827,000)	(77,530,000)	(43,256,000)
Loss before income taxes	(122,305,000)	(30,447,000)	(163,955,000)	(95,124,000)
Provision for income tax	(468,000)	110,000	(337,000)	210,000
Net loss	$ (121,837,000)	$ (30,557,000)	$ (163,618,000)	$ (95,334,000)
Net loss per share:
Basic (in dollars per share)	$ (0.94)	$ (0.36)	$ (1.27)	$ (1.13)
Basic (in shares)	129,341,861	84,247,703	128,894,938	84,066,648
Diluted (in shares)	129,341,861	84,247,703	128,894,938	84,066,648
Diluted (in dollars per share)	$ (0.94)	$ (0.36)	$ (1.27)	$ (1.13)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (121,837)	$ (30,557)	$ (163,618)	$ (95,334)
Other comprehensive loss:
Unrealized gain (loss) on available-for-sale securities	115	0	(176)
Total other comprehensive income (loss)	115	0	(176)
Comprehensive income (loss)	$ (121,722)	$ (30,557)	$ (163,794)	$ (95,334)

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)
Exercise of stock options (in shares)		216,670
Exercise of stock options	137		137
Exercise of warrants (in shares)		57,811
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)
Increase (Decrease) in Stockholders' Equity
Issuance of warrants		$ 263	263
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	(95,334)
Ending balance (in shares) at Jun. 30, 2021		84,005,927
Ending balance at Jun. 30, 2021		$ (122,394)	205,823		(328,217)
Beginning balance (in shares) at Mar. 31, 2021		83,813,863
Beginning balance at Mar. 31, 2021	(93,959)		203,701		(297,660)
Increase (Decrease) in Stockholders' Equity
Net loss	(30,557)	$ (30,557)			(30,557)
Other comprehensive income (loss)	0
Exercise of stock options (in shares)		192,064
Exercise of stock options		$ 146	146
Stock-based compensation		$ 1,976	1,976
Ending balance (in shares) at Jun. 30, 2021		84,005,927
Ending balance at Jun. 30, 2021		$ (122,394)	205,823		(328,217)
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 income (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
Ending balance (in shares) at Mar. 31, 2022		129,005,167
Ending balance at Mar. 31, 2022	65,400		508,368	(291)	(442,677)
Increase (Decrease) in Stockholders' Equity
Transaction costs			(595)	(595)
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	(163,618)
Other comprehensive income (loss)	(176)			115
Issuance of ordinary shares under employee stock purchase plan, net of taxes	$ 1,045
Stock Issued During Period, Shares, Employee Stock Purchase Plans	392,509
Ending balance (in shares) at Jun. 30, 2022		129,917,925
Ending balance at Jun. 30, 2022	$ (50,465)	$ (50,465)	514,225	(176)	(564,514)
Beginning balance (in shares) at Mar. 31, 2022		129,005,167
Beginning balance at Mar. 31, 2022	65,400		508,368	(291)	(442,677)
Increase (Decrease) in Stockholders' Equity
Net loss	(121,837)				(121,837)
Other comprehensive income (loss)	115	$ 115
Exercise of stock options (in shares)		382,222
Exercise of stock options	516		516
Vesting of restricted stock units, net of withholding taxes (in shares)		138,027
Vesting of restricted stock units, net of withholding taxes	0		0
Stock-based compensation	3,948		3,948
Ending balance (in shares) at Jun. 30, 2022		129,917,925
Ending balance at Jun. 30, 2022	(50,465)	$ (50,465)	$ 514,225	$ (176)	$ (564,514)
Increase (Decrease) in Stockholders' Equity
Transaction costs	$ 348

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (163,618)	$ (95,334)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,085	1,999
(Reversal) bad debt expense	(141)	377
Marketable Securities, Accretion to Redemption Value, Adjustment	(109)	0
Net realized loss on sale of marketable securities	(168)	0
Stock-based compensation	7,977	3,701
Change in equity-method investment	(181)	491
Change in fair value of debt instrument	47,579	45,661
Change in fair value of warrant liabilities	18,008	0
Changes in operating assets and liabilities:
Accounts receivable	(107)	2,137
Other receivables	(524)	(5,013)
Prepaid expenses and other current assets	543	(5,769)
Other non-current assets	(508)	(1,733)
Trade payables	1,737	(130)
Accrued expenses	5,787	402
Other current and long-term liabilities	184	1,614
Net cash used in operating activities	(79,972)	(54,457)
Cash flows from investing activities:
Purchase of property and equipment	(2,945)	(2,822)
Proceeds from sale and maturities of marketable securities	36,899	0
Purchase of asset acquisition	0	(500)
Net cash provided by (used in) investing activities	33,954	(3,322)
Cash flows from financing activities:
Proceeds from convertible loan notes	80,685	76,723
Principal payments on long-term debt	(26,311)	0
Proceeds from exercise of options	1,095	283
Proceeds from exercise of warrants	0	263
Proceeds from issuance of warrants	0	233
Debt issuance costs incurred	0	(3,556)
Transaction costs	(7,106)	0
Withheld taxes paid on behalf of employees on net settled stock-based awards	(359)	0
Net cash provided by financing activities	48,004	73,946
Net increase in cash and cash equivalents	1,986	16,167
Cash and cash equivalents:
Beginning of period	36,786	19,228
End of period	38,772	35,395
Forgiveness of Paycheck Protection Program loan	0	(2,860)
Paid-in-Kind Interest	$ 484	$ 0

Description of Business and Sig

Description of Business and Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Significant Accounting Policies	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 and six months ended June 30, 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 $564.5 million as of June 30, 2022 and negative cash flow from operations of $80.0 million for the six months ended June 30, 2022 and expects to incur losses from operations for the foreseeable future. As of June 30, 2022, the Company had cash, cash equivalents and investments of $46.6 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 has nearly reached the three-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. We continue 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, various virulent strains of COVID-19 such as multiple Omicron variants, and recent increase in 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 Annual Report on 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. 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	6 Months Ended
	Jun. 30, 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.

Segment, Geographic, and Signif

Segment, Geographic, and Significant Customer Information	3 Months Ended
	Jun. 30, 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) United States $ 1,505 $ 2,195 $ 2,467 $ 3,966 Total revenue $ 1,505 $ 2,195 $ 2,467 $ 3,966 The following tables summarize our most significant customers as of June 30, 2022 and December 31, 2021 and for the three and six months ended June 30, 2022 and 2021: Revenue Three Months Ended June 30, Six Months Ended 2022 2021 2022 2021 (Unaudited) Customer A 99 % 100 % 92 % 100 % Accounts Receivable June 30, 2022 December 31, 2021 (Unaudited) Customer A 100 % 88 % The following table presents property, equipment, finance lease and intangible assets held in the U.S. and internationally in various foreign subsidiaries as of June 30, 2022 and December 31, 2021 (in thousands): As of June 30, 2022 December 31, 2021 United States $ 9,168 $ 8,442 Rest of World 4,041 4,793 Total property, equipment, finance lease and intangible assets $ 13,209 $ 13,235

Equity Method Investment

Equity Method Investment	6 Months Ended
	Jun. 30, 2022
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investment	Equity Method Investment As of June 30, 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 six months ended June 30, 2022 (in thousands): Beginning balance, January 1, 2022 $ 4,879 Remeasurement gain on HRT 143 Share of gain of HRT 38 Ending balance, June 30, 2022 $ 5,060 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	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Financial Instruments and Fair Value Measurements	Fair Value of Financial Instruments The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands): June 30, 2022 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 38,772 $ 38,772 $ — Corporate bonds and commercial paper — — — U.S. Treasury securities 7,826 7,826 — Total cash, cash equivalents and investments $ 46,598 $ 46,598 $ — 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 and classified as Level 3, were as follows (in thousands): As of June 30, 2022 December 31, 2021 (Unaudited) Financial Liabilities Private Placement Warrants $ 668 $ 3,477 2026 Convertible Notes 97,561 — Warrants issued in connection with the 2026 Convertible Notes 51,521 — Total financial liabilities $ 149,750 $ 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 $ (2,809) Private Placement Warrants balance, June 30, 2022 $ 668 2026 Convertible Notes On May 27, 2022, we issued $81.5 million aggregate principal amount of the 2026 Convertible Notes (the "Notes") and detachable warrants (the "144A Warrants") to purchase approximately 26.5 million ordinary shares of the Company (see Note 7, Debt and Note 8, Warrants for details). At June 30, 2022, the outstanding principal balance of the Notes and 144A Warrants was $81.5 million. At June 30, 2022, the fair value of the 2026 Convertible Notes was $97.6 million which was measured using a lattice model (which is discussed in further detail below) with the following significant inputs: Fair value per share of ordinary shares, net of 7.0% discount for lack of marketability $ 2.03 Risk-free interest rate 3.00 % Expected volatility 50.0 % Expected term, in years 3.87 Credit spread (bps) 979 Coupon rate 9.5 % For the three and six months ended June 30, 2022, we recorded a $47.6 million loss from change in fair value of debt in connection with the initial issuance and subsequent fair value remeasurement of the Notes, as follows (in thousands). Fair value at May 27, 2022 $ 50,487 Less: Issuance discount (505) Plus: Loss from change in fair value 47,579 Fair value at June 30, 2022 $ 97,561 Binomial Lattice Model A lattice model was used to determine the fair value of the Notes based on assumptions as to when the Notes would be converted or redeemed at each decision point. Within the lattice model, the following assumptions were made: (i) each holder shall have the option to convert the Notes to the Company's ordinary shares at a rate of 324.6753 (the "conversion rate") per $1,000 principal amount of Notes prior to the close of the second trading date immediately preceding the maturity date; (ii) at any time prior to the maturity date, the Company may redeem the Notes in an amount equal to the sum of the redemption price plus the redemption premium; (iii) the holders may surrender the Notes subject to the optional redemption or tax redemption at any time prior to the close of business on the second trading day immediately preceding the redemption date; and (iv) upon any conversion, other than a conversion "in connection with" a Make-Whole Fundamental Change, Springing Repurchase Offer, a Make-Whole Redemption or a Tax Redemption, the Company will make an interest make-whole payment to the converting holder equal to the sum of the remaining scheduled payments of interest that would have been made on the Notes to be converted had such Notes remained outstanding from the conversion date to and including the maturity date. The lattice model uses the stock price, maturity date, risk-free rate, estimated stock volatility, and estimated credit spread. We remeasure the fair value of the debt instrument and record the change as a gain or loss from change in fair value of debt in the statements of operations and comprehensive loss for each reporting period. 144A Warrants issued in connection with the 2026 Convertible Notes In connection with the issuance of the 2026 Convertible Notes, we issued detachable 144A Warrants which were bifurcated from the Notes and recorded at fair value as a liability. At June 30, 2022, the fair value of the 144A Warrants was $51.5 million which was measured using the Monte Carlo simulation. Because of the 144A Warrants' ratchet anti-dilution provision, which creates a path-dependent nature of the exercise prices of the 144A Warrants, the Company concluded it is necessary to measure the fair value of the 144A Warrants using a Monte Carlo Simulation model, which incorporates inputs classified as “Level 3”. The following key inputs to the Monte Carlo simulation model were used at June 30, 2022 : Fair value per share of ordinary shares, net of 7.0% discount for lack of marketability $ 2.03 Interest rate 2.9 % Expected volatility 50.0 % Initial exercise price $ 5.00 Exercise price floor $ 2.80 For the three and six months ended June 30, 2022, we recorded a $20.8 million loss from change in fair value of 144A Warrants in connection with the initial issuance and subsequent fair value remeasurement of the 144A Warrants, as follows (in thousands). Fair value at, May 27, 2022 $ 31,013 Less: Issuance discount (309) Plus: Loss from change in fair value 20,817 Fair value at June 30, 2022 $ 51,521

Balance Sheet Components

Balance Sheet Components	6 Months Ended
	Jun. 30, 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: June 30, 2022 December 31, 2021 United Kingdom 74 % 97 % United States 26 % 3 % Other receivables (in thousands) June 30, 2022 December 31, 2021 R&D tax credit receivable 1 $ 46,872 $ 45,632 Grants receivable 448 753 VAT receivable 793 1,073 Other receivable, net 14 4 Total other receivables $ 48,127 $ 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) June 30, 2022 December 31, 2021 Computer equipment $ 2,237 $ 1,998 Lab equipment 15,956 13,940 Motor vehicles 31 31 Furniture and fixtures 315 315 Leasehold improvements 1,230 1,230 Assets under construction 149 — Total property and equipment $ 19,918 $ 17,514 Less: accumulated depreciation (11,333) (9,088) Total property and equipment, net $ 8,585 $ 8,426 Total depreciation expense for the three months ended June 30, 2022 and 2021 was $1.5 million and $1.0 million, respectively. Total depreciation expense for the six months ended June 30, 2022 and 2021 was $2.9 million and $1.8 million, respectively. Finance lease right-of-use assets, net (in thousands) June 30, 2022 December 31, 2021 Finance lease right-of-use assets $ 2,966 $ 2,966 Less: accumulated amortization (1,390) (1,205) Total finance lease right-of-use assets, net $ 1,576 $ 1,761 Amortization expense for the three months ended June 30, 2022 and 2021 was $0.1 million and $0.1 million, respectively. Amortization expense for the six months ended June 30, 2022 and 2021 was $0.2 million and $0.2 million, respectively. Intangible assets, net (in thousands) June 30, 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 and six months ended June 30, 2022 and 2021. Other non-current assets (in thousands) June 30, 2022 December 31, 2021 Security deposits $ 297 $ 280 Operating right of use assets 4,625 4,577 Prepaid asset, net of current portion 3,269 2,826 Total other non-current assets $ 8,191 $ 7,683 Accrued expenses (in thousands) June 30, 2022 December 31, 2021 Accrued bonus $ 3,839 $ 7,546 Accrued payroll and benefits 3,086 2,750 Accrued taxes (taxes receivable) (163) 439 Accrued fabrication costs 1,727 3,110 Accrued transaction costs 3,106 1,004 Accrued interest expense 928 — Other accrued expenses 3,207 2,511 Total accrued expenses $ 15,730 $ 17,360

Debt

Debt	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Debt	Debt The remeasurement of the fair value and the conversion of debt adjustments associated with prior period convertible debt instruments in the three and six months ended June 30, 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 disclosure below describes debt instruments with activity and balances in the current fiscal period and where applicable, the corresponding prior period balances of those debt instruments. The following table summarizes information relating to our debt, (in thousands): June 30, 2022 Principal Change in Fair Value Adjustment Conversion of Debt Adjustment Accreted Interest Cash Payment Net 2026 Convertible Notes $ 50,487 $ 47,074 $ — $ — $ — $ 97,561 2020 Term Facility Loan 33,949 6,234 (13,003) 10,123 (37,303) $ — Total long-term debt $ 84,436 $ 53,308 $ (13,003) $ 10,123 $ (37,303) $ 97,561 Less: current portion of long-term debt — Long-term debt, net of current portion $ 97,561 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 $ — The following table summarizes the future minimum payments under the Company's debt agreements as of June 30, 2022 (in thousands): Year Ending December 31, 2022 (for the remaining six months) $ 3,593 2023 4,639 2024 4,639 2025 4,639 2026 83,880 Thereafter — Total future minimum payments $ 101,390 Less: interest payments (19,890) Total principal amount of long-term debt $ 81,500 Less: current portion of debt principal — Long-term debt, net $ 81,500 2026 Convertible Senior Secured Notes On May 27, 2022, we issued $81.5 million aggregate principal amount of Convertible Senior Secured Notes Due 2026 (the “2026 Convertible Notes” or the "Notes") and warrants (the "144A Warrants") to purchase approximately 26.5 million ordinary shares of the Company. The Notes bear interest at a rate of 9.5% per annum if paid in cash or, subject to the satisfaction of certain conditions, at a rate of 12.0% per annum payable at a rate of 5.75% per annum in cash and 6.25% per annum through the issuance of additional Notes ("Payment-in-Kind" or "PIK"), which will also bear interest. Interest on the Notes will be payable quarterly in arrears on February 15, May 15, August 15 and November 15, commencing on August 15, 2022. The Notes will mature on May 15, 2026 unless redeemed, repurchased or converted in accordance with their terms prior to such date. The Notes were issued pursuant to an indenture (the "Indenture"), which includes customary terms and covenants including certain events of default after which the Notes may be due and payable immediately. The Company has also granted the Note holders an option to purchase up to an additional $81.5 million aggregate principal amount of notes and warrants for a period of 12 months following the date that a registration statement covering the resale of the ordinary shares issuable upon conversion of the Notes and upon exercise of the 144A Warrants becomes effective. The Notes are convertible at an initial conversion price equal to $3.08 per ordinary share. Holders of the Notes have the right to convert all or a portion of their Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, holders of the Notes will receive ordinary shares and an interest make-whole for interest that would have accrued from the date of conversion until the maturity date, which interest make-whole shall be paid in cash or in ordinary shares at the Company’s election. Following certain corporate events that occur prior to the maturity date or notice of redemption issued by the Company (as defined in the Indenture), the Company will increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or who elects to convert any Notes called for redemption during the related redemption period. Additionally, in the event of a fundamental change (as defined in the Indenture), the holders of the Notes may require the Company to repurchase all or a portion of their Notes at a price equal to the aggregate principal amount of any Notes to be repurchased plus accrued and unpaid interest thereon plus a make-whole premium (as defined in the Indenture). The Company may redeem the Notes in whole, and not in part, at its option, at any time prior to the maturity date, for a cash purchase price equal to the aggregate principal amount of any Notes to be redeemed plus accrued and unpaid interest plus a make-whole premium as provided in the Indenture. At any time prior to the maturity date, the Company may also redeem the Notes in whole, if the last reported sale price of the ordinary shares exceeds 250.0% of the conversion price then in effect for at least 20 trading days (which need not be consecutive), for a cash purchase price equal to the aggregate principal amount of any Notes to be redeemed plus accrued and unpaid interest thereon. The Notes are also subject to redemption at the option of the Company in the event of certain changes in tax law or listing status of the Company. Net proceeds from the offering of the Notes were $80.7 million after deducting the initial purchasers’ discount of 1.0%. The Company incurred approximately $10.0 million of transactions costs that was recognized as an expense in the condensed consolidated statements of operations under selling, general and administrative. The Company used approximately $32.3 million of the net proceeds to repay the 2020 Term Facility Loan, which included principal and accrued interest. The Company intends to use the remaining net proceeds for operating expenses, working capital, general corporate purposes, and capital expenditures. The Company allocated the proceeds among the Notes and 144A Warrants that were issued in the single transaction using the relative fair value method, which affects the determination of each financial instrument initial carrying amount. Under the relative fair value method, the Company made separate estimates of the fair value for the Notes and 144A Warrants and then allocated the gross proceeds of $81.5 million in proportion to their respective fair value amounts. The issuance-date fair value for the Notes was measured using the binomial lattice model and Monte Carlo simulation to value detachable 144A Warrants. The Company elected to account for Notes at fair value as of the May 27, 2022 issuance date. Management believes that the fair value option appropriately reflects the underlying economics of the 2026 Convertible Notes. Under the fair value election, changes in fair value will be reported in the condensed consolidated statements of operations, under change in fair value of debt instrument, in each reporting period subsequent to the issuance of the Notes. For the three months ended June 30, 2022, the Company recorded a loss of $47.6 million. See Note 5 – Fair Value Measurements The Company registered the ordinary shares underlying the Notes and the 144A Warrants for sale by the initial purchasers pursuant to a Registration Rights Agreement. The Company's Registration Statement on Form S-1 (File No. 333-266077), was filed with the SEC on July 11, 2022 and declared effective on July 27, 2022. The Company registered up to 40,316,038 ordinary shares issuable upon conversion of the 2026 Convertible Notes, which consists of (i) 26,461,038 ordinary shares initially issuable upon conversion of all of the notes at a conversion price of per ordinary share; and (ii) an additional 13,855,000 ordinary shares that would have become due, assuming that the Notes were converted on the date they were issued and the interest make-whole payment (as defined in the Indenture) that would have become due in connection therewith was paid by the Company in ordinary shares on that date. The Company also registered up to 47,251,857 ordinary shares issuable upon the exercise of all the Company’s 144A Warrants, which consists of (i) 26,461,038 ordinary shares initially issuable upon the exercise of all of the 144A Warrants at an exercise price of $5.00 per ordinary share; and (ii) an additional 20,790,819 ordinary shares that, together with 26,461,038 ordinary shares, would be issuable upon the exercise of all the 144A Warrants in connection with a ratchet anti-dilution adjustment at an assumed exercise price of $2.80 per ordinary share. See Note 8 - Warrants below. Since the Notes were not convertible as of June 30, 2022, the net amounts of the 2026 Convertible Notes were classified as a long-term liability and included in the condensed consolidated balance sheet as of June 30, 2022. 2020 Term Facility Loan

Warrants

Warrants	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Warrants	Warrants Public and Private Placement 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 June 30, 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 June 30, 2022, the Company also had 5,450,000 Private Placement Warrants outstanding with a balance of $0.7 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. Warrants issued in connection with the 2026 Convertible Notes The Company issued 144A Warrants in connection with the 2026 Convertible Notes with a balance of $51.5 million a s of June 30, 2022, classified as a liability. The 144A Warrants have a ten-year term and can only be exercised through May 27, 2032. The 144A Warrants are exercisable for the Company's ordinary shares at an exerci se price of $5.00, and include a ratchet anti-dilution adjustment in the event any ordinary shares or other equity or equity equivalent securities payable in ordinary shares are granted, issued or sold by the Company, in each case, at a price less than the exercise price of $5.00 then in effect, which automatically decreases the exercise price of the 144A Warrants upon the occurrence of such event, and increases the number of ordinary shares issuable upon exercise of the 144A Warrants, such that the aggregate exercise price of all 144A Warrants remains the same before and after any such dilutive event; provided, that the exercise price may not be less than $2.80. Upon the occurrence of a fundamental transaction (as defined in the Warrant Agreement), the 144A Warrants provide each holder a put right. Upon the exercise of a put right by the holder, the Company is obligated to repurchase the 144A Warrants from the holder for the fair market value (as defined in the 144A Warrant Agreement) of the remaining exercised portion of the 144A Warrants repurchased. The 144A Warrants also include cashless exercise rights which will go into effect if after the six months of the issue date, there is no effective registration statement registering the ordinary shares underlying the 144A Warrants. The ordinary shares underlying the 144A Warrants were registered for sale by the initial purchasers pursuant to the Company's Registration Statement on Form S-1 (File No. 333-266077), filed with the SEC on July 11, 2022 and declared effective on July 27, 2022. The Company registered for resale up to 47,251,857 ordinary shares issuable upon the exercise of all the Company’s 144A Warrants, which consists of (i) 26,461,038 ordinary shares initially issuable upon the exercise of all of the 144A Warrants at an exercise price of $5.00 per ordinary share; and (ii) an additional 20,790,819 ordinary shares that, together with 26,461,038 ordinary shares, would be issuable upon the exercise of all the 144A Warrants in connection with a ratchet anti-dilution adjustment at an assumed exercise price of $2.80 per ordinary share. T he Company also registered up to 40,316,038 ordinary shares issuable upon conversion of the 2026 Convertible Notes, which consists of (i) 26,461,038 ordinary shares initially issuable upon conversion of all of the notes at a conversion price of $3.08 per ordinary share; and (ii) an additional 13,855,000 ordinary shares that would have become due, assuming that the Notes were converted on the date they were issued and the interest make-whole payment (as defined in the Indenture) that would have become due in connection therewith was paid by the Company in ordinary shares on that date. See Note 7 - Debt above. The 144A Warrants were accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity , and are presented within warrant liabilities on our balance sheet. The liability is remeasured on a recurring basis, with changes in fair value presented in the condensed consolidated statement of operations at each reporting period. The 144A Warrants are considered to be a Level 3 liability, see Note 5 – Fair Value Measurements for description of the valuation methodology of the 144A Warrants. Since the 144A Warrants were not exercised as of June 30, 2022, the 144A Warrants were classified as a long-term liability and included in the condensed consolidated balance sheet as of June 30, 2022.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Income tax expense (benefit) w as $(0.5) million and $0.1 million for the three months ended June 30, 2022 and 2021, respectively. Income tax expense (benefit) w as $(0.3) million and $0.2 million for the six months ended June 30, 2022 and 2021, respectively. The effective income tax rate was less than 1.0% in the three and six months ended June 30, 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 cost–plus arrangements and minimum filing fees in the foreign jurisdictions where we have operations.

Shareholders_ Equity (Deficit)

Shareholders’ Equity (Deficit)	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Shareholders’ Equity (Deficit)	Shareholders’ Equity (Deficit) The Company is authorized to issue 12,443,961,038 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 June 30, 2022, there were 129,917,925 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 had 14,074,986 Public Warrants and Private Placement Warrants outstanding as of June 30, 2022, as well as 144A Warrants to purchase approximately 26.5 million ordinary shares. 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 month s. Proceeds from the sale of sh ares will go towards the Company to be used for working capital. No amounts were drawn against the ELOC during any of the periods presented. Private Placement Financing In connection with the issuance of the 2026 Convertible Notes, on July 11, 2022, we filed a Registration Statement on Form S-1 with the SEC ( File No. 333-266077) which was

Net Loss per Share

Net Loss per Share	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
Net Loss per Share	Net Loss per ShareThe following is a calculation of basic and diluted net loss per share (in thousands, except for share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Basic and diluted: Net loss $ (121,837) $ (30,557) $ (163,618) $ (95,334) Weighted average ordinary shares outstanding 129,341,861 84,247,703 128,894,938 84,066,648 Basic and diluted net loss per share $ (0.94) $ (0.36) $ (1.27) $ (1.13) 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 and six months ended June 30, 2022 and 2021, we excluded the potential effect of outstanding and exercisable options, outstanding RSUs, and warrants in the calculation of the diluted loss per share, as the effect would be anti-dilutive due to losses incurred. As of June 30, 2022 there were approximately 16.1 million of outstanding options and RSUs and 14.1 million of private and public warrants of potentially issuable shares with dilutive effect, as well as 144A Warrants to purchase approximately 26.5 million ordinary shares and the 2026 Convertible Notes described in Note 7 - Debt

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 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, including our 2013 Equity Incentive Plan (the "2013 Plan") , our 2021 Stock Incentive Plan (the "2021 Plan"), and our 2021 Employee Stock Purchase Plan (the "ESPP"). 2013 Equity Incentive Plan The holders of Legacy Rockley stock options under our 2013 Plan continue to hold such stock options, which remain subject to the same vesting, exercise and other terms and conditions outlined in the stock option agreements and the 2013 Plan. In connection with the Business Combination, the holders of Legacy Rockley options may exercise their options to purchase a number of the Company's ordinary shares equal to the number of shares of Legacy Rockley 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 June 30, 2022 , there were no shares available for grant under our 2013 Plan. Any new grants will become available for issuance under our 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 (1,172,031) $ 0.94 Forfeited (428,745) $ 3.30 Expired (14,441) $ 4.20 Options outstanding at June 30, 2022 13,766,519 $ 2.05 Options exercisable at June 30, 2022 12,154,403 $ 1.85 2021 Stock Incentive Plan On March 31, 2021, the Board approved the 2021 Plan. The purpose of the 2021 Plan is to attract, retain, incentivize and reward top talent through equity ownership, to improve operating and financial performance and strengthen the mutuality of interest between eligible service providers and shareholders. As of June 30, 2022, there were 14,699,845 shares authorized for issuance under the 2021 Plan, of which 10,334,846 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 (350,225) $ 15.84 Options outstanding at June 30, 2022 663,255 $ 15.84 Options exercisable at June 30, 2022 207,590 $ 15.84 Restricted Stock Units In 2021, the Company granted restricted RSUs to employees under the 2021 Plan. Each award will vest based on continued service which is generally over a four-year period. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of RSUs was estimated on the date of grant based on the fair value of the Company’s ordinary shares. Employee RSUs activity for the year ended June 30, 2022 was as follows : Number of Weighted Average Outstanding at December 31, 2021 4,154,508 $ 6.71 Granted 666,221 $ 3.99 Vested (585,455) $ 7.02 Forfeited (533,530) $ 6.77 Outstanding at June 30, 2022 3,701,744 $ 6.16 2021 Employee Stock Purchase Plan On October 2021, the Company adopted 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 our Annual Report on Form 10-K for the year ended December 31, 2021. As of June 30, 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 June 30, 2022, 392,509 ordinary shares have been purchased under 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 166 $ 363 $ 675 $ 631 Research and development 2,207 1,171 4,878 2,219 Selling, general and administrative 1,575 442 2,424 851 Total stock-based compensation expense $ 3,948 $ 1,976 $ 7,977 $ 3,701 As of June 30, 2022, there was approximately of $29.3 million of total unrecognized stock based compensation expenses related to our equity awards, which is expected to be recognized over a weighted average period of 1.3 years. Performance Options In 2019, the Company granted performance-based options to certain individuals with conditions that include specific sales and fundraising targets. We recognized an immaterial expense in relation to the performance-based options for the three months ended June 30, 2022 and $0.1 million for the three months ended June 30, 2021. For the six months ended June 30, 2022 and 2021, we recognized a total expense of $0.1 million and $0.2 million, respectively in relation to the performance-based options. As of June 30, 2022, the unrecognized stock-based compensation expense related to the performance-based options was considered not material. As of December 31, 2021, there was approximately $0.9 million of unrecognized stock-based compensation expense related to the performance-based options. As of June 30, 2022, no additional performance-based awards were granted. Modification of Equity Awards On June 15, 2022, the Company entered into a separation agreement with our former Chief Financial Officer, which amended his employment agreement and provided for changes in the term of service and compensation under the agreement. The outstanding stock options under the Company's 2013 Plan held by our former Chief Financial Officer were modified to extend the post-termination exercise period through June 13, 2024. As a result, the Company recorded stock-based compensation expense of $0.2 million related to the incremental fair value of the modified awards during the three months ended June 30, 2022. Warrants In connection with the Business Combination on August 11, 2021, all outstanding warrants of Legacy Rockley were exercised on a cashless basis and converted into the right to receive 1.8 million ordinary shares of the Company, with a fair value of $18.1 million.

Leases

Leases	6 Months Ended
	Jun. 30, 2022
Leases [Abstract]
Leases	Leases The weighted average remaining lease term was 4 years for operating leases as of June 30, 2022. The weighted average discount rate was 6.0% for operating leases as of June 30, 2022. The components of operating lease cost for the three and six months ended June 30, 2022 and 2021, were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating Lease Cost: Fixed lease cost $ 390 $ 292 $ 780 $ 505 Variable lease cost 65 36 130 119 Total operating lease cost $ 455 $ 328 $ 910 $ 624 The supplemental cash flow information related to our operating leases is as follows (in thousands): Six Months Ended June 30, 2022 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 879 $ 462 Right-of-use assets obtained in exchange of lease obligations: Right-of-use assets obtained in exchange for new operating lease liabilities $ 692 $ 2,187 There are no finance lease liabilities as of June 30, 2022. Maturities of operating lease liabilities as of June 30, 2022, are as follows (in thousands): Operating Leases 2022 (for the remaining period) $ 899 2023 1,541 2024 1,067 2025 977 2026 1,008 Thereafter 328 Total lease obligation $ 5,820 Less: Imputed interest (660) Total lease liabilities $ 5,160 Less: Current lease liabilities (1,576) Total non-current lease liabilities $ 3,584
Leases	Leases The weighted average remaining lease term was 4 years for operating leases as of June 30, 2022. The weighted average discount rate was 6.0% for operating leases as of June 30, 2022. The components of operating lease cost for the three and six months ended June 30, 2022 and 2021, were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating Lease Cost: Fixed lease cost $ 390 $ 292 $ 780 $ 505 Variable lease cost 65 36 130 119 Total operating lease cost $ 455 $ 328 $ 910 $ 624 The supplemental cash flow information related to our operating leases is as follows (in thousands): Six Months Ended June 30, 2022 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 879 $ 462 Right-of-use assets obtained in exchange of lease obligations: Right-of-use assets obtained in exchange for new operating lease liabilities $ 692 $ 2,187 There are no finance lease liabilities as of June 30, 2022. Maturities of operating lease liabilities as of June 30, 2022, are as follows (in thousands): Operating Leases 2022 (for the remaining period) $ 899 2023 1,541 2024 1,067 2025 977 2026 1,008 Thereafter 328 Total lease obligation $ 5,820 Less: Imputed interest (660) Total lease liabilities $ 5,160 Less: Current lease liabilities (1,576) Total non-current lease liabilities $ 3,584

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 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 June 30, 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 June 30, 2022 and December 31, 2021, we had $12.0 million and $13.6 million, respectively, in contractual obligations for which we have not yet received the services.

Defined Contribution Plan

Defined Contribution Plan	6 Months Ended
	Jun. 30, 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 June 30, 2022 and 2021, respectively. Defined contributions were $0.5 million and $0.4 million for the six months ended June 30, 2022 and 2021, respectively.

Supplemental Cash Flow Informat

Supplemental Cash Flow Information	6 Months Ended
	Jun. 30, 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): Six Months Ended June 30, 2022 2021 Supplemental Cash Flow Information: Cash payments for: Interest paid $ 10,576 $ 271 Income tax paid $ 76 $ 210 Non-cash Operating Activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 692 $ 2,187 Non-cash Investing Activities: Unpaid property and equipment received $ 115 $ 1,163 Unrealized loss on available-for-sale marketable securities $ 176 $ — Non-cash Financing Activities: Unpaid transaction costs 3,131 5,201 Forgiveness of Paycheck Protection Program loan — 2,860

Subsequent Event

Subsequent Event	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Event

Description of Business and S_2

Description of Business and Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 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 and six months ended June 30, 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 $564.5 million as of June 30, 2022 and negative cash flow from operations of $80.0 million for the six months ended June 30, 2022 and expects to incur losses from operations for the foreseeable future. As of June 30, 2022, the Company had cash, cash equivalents and investments of $46.6 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 has nearly reached the three-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. We continue 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, various virulent strains of COVID-19 such as multiple Omicron variants, and recent increase in 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 Annual Report on 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. 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)	6 Months Ended
	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of Proceeds from Business Combination	The following table reconciles the elements of the net proceeds from the Business Combination as of December 31, 2021 (in thousands): Recapitalization Cash inflow from SC Health's trust account, net of redemptions $ 17,966 Cash inflow from PIPE 100,000 Cash inflow from SC Health Sponsor 50,000 Less: Transaction Costs (45,515) Net cash received from the Business Combination $ 122,451 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
	Jun. 30, 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 (Unaudited) United States $ 1,505 $ 2,195 $ 2,467 $ 3,966 Total revenue $ 1,505 $ 2,195 $ 2,467 $ 3,966
Schedules of Concentration of Risk, by Customer	The following tables summarize our most significant customers as of June 30, 2022 and December 31, 2021 and for the three and six months ended June 30, 2022 and 2021: Revenue Three Months Ended June 30, Six Months Ended 2022 2021 2022 2021 (Unaudited) Customer A 99 % 100 % 92 % 100 % Accounts Receivable June 30, 2022 December 31, 2021 (Unaudited) Customer A 100 % 88 % The following table presents property, equipment, finance lease and intangible assets held in the U.S. and internationally in various foreign subsidiaries as of June 30, 2022 and December 31, 2021 (in thousands): As of June 30, 2022 December 31, 2021 United States $ 9,168 $ 8,442 Rest of World 4,041 4,793 Total property, equipment, finance lease and intangible assets $ 13,209 $ 13,235

Equity Method Investment (Table

Equity Method Investment (Tables)	6 Months Ended
	Jun. 30, 2022
Equity Method Investments and Joint Ventures [Abstract]
Summary of Investments	The following table summarizes our investment in HRT for the six months ended June 30, 2022 (in thousands): Beginning balance, January 1, 2022 $ 4,879 Remeasurement gain on HRT 143 Share of gain of HRT 38 Ending balance, June 30, 2022 $ 5,060

Financial Instruments and Fai_2

Financial Instruments and Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Summary of Debt Securities	The following is a summary of our investments at fair value for the periods ended June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 December 31, 2021 Corporate bonds and commercial paper $ — $ 20,037 U.S. Treasury securities 7,826 24,587 Total investments $ 7,826 $ 44,624 The following table presents the contractual maturities of our debt investments as of June 30, 2022 (in thousands): Amortized Cost Fair Value Due in one year or less $ 7,991 $ 7,826 Due after one year through five years — — $ 7,991 $ 7,826
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis	For the three and six months ended June 30, 2022, we recorded a $47.6 million loss from change in fair value of debt in connection with the initial issuance and subsequent fair value remeasurement of the Notes, as follows (in thousands). Fair value at May 27, 2022 $ 50,487 Less: Issuance discount (505) Plus: Loss from change in fair value 47,579 Fair value at June 30, 2022 $ 97,561 For the three and six months ended June 30, 2022, we recorded a $20.8 million loss from change in fair value of 144A Warrants in connection with the initial issuance and subsequent fair value remeasurement of the 144A Warrants, as follows (in thousands). Fair value at, May 27, 2022 $ 31,013 Less: Issuance discount (309) Plus: Loss from change in fair value 20,817 Fair value at June 30, 2022 $ 51,521
Fair Value Measurement Inputs and Valuation Techniques	At June 30, 2022, the fair value of the 2026 Convertible Notes was $97.6 million which was measured using a lattice model (which is discussed in further detail below) with the following significant inputs: Fair value per share of ordinary shares, net of 7.0% discount for lack of marketability $ 2.03 Risk-free interest rate 3.00 % Expected volatility 50.0 % Expected term, in years 3.87 Credit spread (bps) 979 Coupon rate 9.5 % The following key inputs to the Monte Carlo simulation model were used at June 30, 2022 : Fair value per share of ordinary shares, net of 7.0% discount for lack of marketability $ 2.03 Interest rate 2.9 % Expected volatility 50.0 % Initial exercise price $ 5.00 Exercise price floor $ 2.80

Balance Sheet Components (Table

Balance Sheet Components (Tables)	6 Months Ended
	Jun. 30, 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: June 30, 2022 December 31, 2021 United Kingdom 74 % 97 % United States 26 % 3 %
Schedule of Other Receivables	Other receivables (in thousands) June 30, 2022 December 31, 2021 R&D tax credit receivable 1 $ 46,872 $ 45,632 Grants receivable 448 753 VAT receivable 793 1,073 Other receivable, net 14 4 Total other receivables $ 48,127 $ 47,462
Schedule of Property, Plant and Equipment	Property and equipment, net (in thousands) June 30, 2022 December 31, 2021 Computer equipment $ 2,237 $ 1,998 Lab equipment 15,956 13,940 Motor vehicles 31 31 Furniture and fixtures 315 315 Leasehold improvements 1,230 1,230 Assets under construction 149 — Total property and equipment $ 19,918 $ 17,514 Less: accumulated depreciation (11,333) (9,088) Total property and equipment, net $ 8,585 $ 8,426
Finance Lease, Right-Of-Use Assets	Finance lease right-of-use assets, net (in thousands) June 30, 2022 December 31, 2021 Finance lease right-of-use assets $ 2,966 $ 2,966 Less: accumulated amortization (1,390) (1,205) Total finance lease right-of-use assets, net $ 1,576 $ 1,761
Schedule of Intangible Assets, Net	Intangible assets, net (in thousands) June 30, 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) June 30, 2022 December 31, 2021 Security deposits $ 297 $ 280 Operating right of use assets 4,625 4,577 Prepaid asset, net of current portion 3,269 2,826 Total other non-current assets $ 8,191 $ 7,683
Schedule of Accrued Expenses	Accrued expenses (in thousands) June 30, 2022 December 31, 2021 Accrued bonus $ 3,839 $ 7,546 Accrued payroll and benefits 3,086 2,750 Accrued taxes (taxes receivable) (163) 439 Accrued fabrication costs 1,727 3,110 Accrued transaction costs 3,106 1,004 Accrued interest expense 928 — Other accrued expenses 3,207 2,511 Total accrued expenses $ 15,730 $ 17,360

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Schedule of Long-term Debt	The following table summarizes information relating to our debt, (in thousands): June 30, 2022 Principal Change in Fair Value Adjustment Conversion of Debt Adjustment Accreted Interest Cash Payment Net 2026 Convertible Notes $ 50,487 $ 47,074 $ — $ — $ — $ 97,561 2020 Term Facility Loan 33,949 6,234 (13,003) 10,123 (37,303) $ — Total long-term debt $ 84,436 $ 53,308 $ (13,003) $ 10,123 $ (37,303) $ 97,561 Less: current portion of long-term debt — Long-term debt, net of current portion $ 97,561 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 $ — The following table summarizes the future minimum payments under the Company's debt agreements as of June 30, 2022 (in thousands): Year Ending December 31, 2022 (for the remaining six months) $ 3,593 2023 4,639 2024 4,639 2025 4,639 2026 83,880 Thereafter — Total future minimum payments $ 101,390 Less: interest payments (19,890) Total principal amount of long-term debt $ 81,500 Less: current portion of debt principal — Long-term debt, net $ 81,500 2026 Convertible Senior Secured Notes On May 27, 2022, we issued $81.5 million aggregate principal amount of Convertible Senior Secured Notes Due 2026 (the “2026 Convertible Notes” or the "Notes") and warrants (the "144A Warrants") to purchase approximately 26.5 million ordinary shares of the Company. The Notes bear interest at a rate of 9.5% per annum if paid in cash or, subject to the satisfaction of certain conditions, at a rate of 12.0% per annum payable at a rate of 5.75% per annum in cash and 6.25% per annum through the issuance of additional Notes ("Payment-in-Kind" or "PIK"), which will also bear interest. Interest on the Notes will be payable quarterly in arrears on February 15, May 15, August 15 and November 15, commencing on August 15, 2022. The Notes will mature on May 15, 2026 unless redeemed, repurchased or converted in accordance with their terms prior to such date. The Notes were issued pursuant to an indenture (the "Indenture"), which includes customary terms and covenants including certain events of default after which the Notes may be due and payable immediately. The Company has also granted the Note holders an option to purchase up to an additional $81.5 million aggregate principal amount of notes and warrants for a period of 12 months following the date that a registration statement covering the resale of the ordinary shares issuable upon conversion of the Notes and upon exercise of the 144A Warrants becomes effective. The Notes are convertible at an initial conversion price equal to $3.08 per ordinary share. Holders of the Notes have the right to convert all or a portion of their Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, holders of the Notes will receive ordinary shares and an interest make-whole for interest that would have accrued from the date of conversion until the maturity date, which interest make-whole shall be paid in cash or in ordinary shares at the Company’s election. Following certain corporate events that occur prior to the maturity date or notice of redemption issued by the Company (as defined in the Indenture), the Company will increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or who elects to convert any Notes called for redemption during the related redemption period. Additionally, in the event of a fundamental change (as defined in the Indenture), the holders of the Notes may require the Company to repurchase all or a portion of their Notes at a price equal to the aggregate principal amount of any Notes to be repurchased plus accrued and unpaid interest thereon plus a make-whole premium (as defined in the Indenture). The Company may redeem the Notes in whole, and not in part, at its option, at any time prior to the maturity date, for a cash purchase price equal to the aggregate principal amount of any Notes to be redeemed plus accrued and unpaid interest plus a make-whole premium as provided in the Indenture. At any time prior to the maturity date, the Company may also redeem the Notes in whole, if the last reported sale price of the ordinary shares exceeds 250.0% of the conversion price then in effect for at least 20 trading days (which need not be consecutive), for a cash purchase price equal to the aggregate principal amount of any Notes to be redeemed plus accrued and unpaid interest thereon. The Notes are also subject to redemption at the option of the Company in the event of certain changes in tax law or listing status of the Company. Net proceeds from the offering of the Notes were $80.7 million after deducting the initial purchasers’ discount of 1.0%. The Company incurred approximately $10.0 million of transactions costs that was recognized as an expense in the condensed consolidated statements of operations under selling, general and administrative. The Company used approximately $32.3 million of the net proceeds to repay the 2020 Term Facility Loan, which included principal and accrued interest. The Company intends to use the remaining net proceeds for operating expenses, working capital, general corporate purposes, and capital expenditures. The Company allocated the proceeds among the Notes and 144A Warrants that were issued in the single transaction using the relative fair value method, which affects the determination of each financial instrument initial carrying amount. Under the relative fair value method, the Company made separate estimates of the fair value for the Notes and 144A Warrants and then allocated the gross proceeds of $81.5 million in proportion to their respective fair value amounts. The issuance-date fair value for the Notes was measured using the binomial lattice model and Monte Carlo simulation to value detachable 144A Warrants. The Company elected to account for Notes at fair value as of the May 27, 2022 issuance date. Management believes that the fair value option appropriately reflects the underlying economics of the 2026 Convertible Notes. Under the fair value election, changes in fair value will be reported in the condensed consolidated statements of operations, under change in fair value of debt instrument, in each reporting period subsequent to the issuance of the Notes. For the three months ended June 30, 2022, the Company recorded a loss of $47.6 million. See Note 5 – Fair Value Measurements The Company registered the ordinary shares underlying the Notes and the 144A Warrants for sale by the initial purchasers pursuant to a Registration Rights Agreement. The Company's Registration Statement on Form S-1 (File No. 333-266077), was filed with the SEC on July 11, 2022 and declared effective on July 27, 2022. The Company registered up to 40,316,038 ordinary shares issuable upon conversion of the 2026 Convertible Notes, which consists of (i) 26,461,038 ordinary shares initially issuable upon conversion of all of the notes at a conversion price of per ordinary share; and (ii) an additional 13,855,000 ordinary shares that would have become due, assuming that the Notes were converted on the date they were issued and the interest make-whole payment (as defined in the Indenture) that would have become due in connection therewith was paid by the Company in ordinary shares on that date. The Company also registered up to 47,251,857 ordinary shares issuable upon the exercise of all the Company’s 144A Warrants, which consists of (i) 26,461,038 ordinary shares initially issuable upon the exercise of all of the 144A Warrants at an exercise price of $5.00 per ordinary share; and (ii) an additional 20,790,819 ordinary shares that, together with 26,461,038 ordinary shares, would be issuable upon the exercise of all the 144A Warrants in connection with a ratchet anti-dilution adjustment at an assumed exercise price of $2.80 per ordinary share. See Note 8 - Warrants below. Since the Notes were not convertible as of June 30, 2022, the net amounts of the 2026 Convertible Notes were classified as a long-term liability and included in the condensed consolidated balance sheet as of June 30, 2022. 2020 Term Facility Loan

Net Loss per Share (Tables)

Net Loss per Share (Tables)	6 Months Ended
	Jun. 30, 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Basic and diluted: Net loss $ (121,837) $ (30,557) $ (163,618) $ (95,334) Weighted average ordinary shares outstanding 129,341,861 84,247,703 128,894,938 84,066,648 Basic and diluted net loss per share $ (0.94) $ (0.36) $ (1.27) $ (1.13)

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 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 (1,172,031) $ 0.94 Forfeited (428,745) $ 3.30 Expired (14,441) $ 4.20 Options outstanding at June 30, 2022 13,766,519 $ 2.05 Options exercisable at June 30, 2022 12,154,403 $ 1.85 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 (350,225) $ 15.84 Options outstanding at June 30, 2022 663,255 $ 15.84 Options exercisable at June 30, 2022 207,590 $ 15.84
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity	Employee RSUs activity for the year ended June 30, 2022 was as follows : Number of Weighted Average Outstanding at December 31, 2021 4,154,508 $ 6.71 Granted 666,221 $ 3.99 Vested (585,455) $ 7.02 Forfeited (533,530) $ 6.77 Outstanding at June 30, 2022 3,701,744 $ 6.16
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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 166 $ 363 $ 675 $ 631 Research and development 2,207 1,171 4,878 2,219 Selling, general and administrative 1,575 442 2,424 851 Total stock-based compensation expense $ 3,948 $ 1,976 $ 7,977 $ 3,701

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2022
Leases [Abstract]
Summary of Operating Lease Information	The components of operating lease cost for the three and six months ended June 30, 2022 and 2021, were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating Lease Cost: Fixed lease cost $ 390 $ 292 $ 780 $ 505 Variable lease cost 65 36 130 119 Total operating lease cost $ 455 $ 328 $ 910 $ 624 The supplemental cash flow information related to our operating leases is as follows (in thousands): Six Months Ended June 30, 2022 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 879 $ 462 Right-of-use assets obtained in exchange of lease obligations: Right-of-use assets obtained in exchange for new operating lease liabilities $ 692 $ 2,187
Schedule of Maturity of Operating Lease Liabilities	Maturities of operating lease liabilities as of June 30, 2022, are as follows (in thousands): Operating Leases 2022 (for the remaining period) $ 899 2023 1,541 2024 1,067 2025 977 2026 1,008 Thereafter 328 Total lease obligation $ 5,820 Less: Imputed interest (660) Total lease liabilities $ 5,160 Less: Current lease liabilities (1,576) Total non-current lease liabilities $ 3,584

Supplemental Cash Flow Inform_2

Supplemental Cash Flow Information (Tables)	6 Months Ended
	Jun. 30, 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): Six Months Ended June 30, 2022 2021 Supplemental Cash Flow Information: Cash payments for: Interest paid $ 10,576 $ 271 Income tax paid $ 76 $ 210 Non-cash Operating Activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 692 $ 2,187 Non-cash Investing Activities: Unpaid property and equipment received $ 115 $ 1,163 Unrealized loss on available-for-sale marketable securities $ 176 $ — Non-cash Financing Activities: Unpaid transaction costs 3,131 5,201 Forgiveness of Paycheck Protection Program loan — 2,860

Description of Business and S_3

Description of Business and Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	Aug. 11, 2021	Jun. 30, 2022	Jun. 30, 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		$ (564,514)		$ (400,896)
Net cash used in operating activities		(79,972)	$ (54,457)
Cash and short-term investments		$ 46,600

Business Combination - Narrativ

Business Combination - Narrative (Details) $ / shares in Units, shares in Millions, $ in Millions	Aug. 11, 2021 USD ($) $ / shares shares
Business Combination and Asset Acquisition [Abstract]
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	6 Months Ended
	Jun. 30, 2022 USD ($)
Business Acquisition [Line Items]
Cash inflow from PIPE	$ 100,000
Less: Transaction Costs	(45,515)
Net cash received from the Business Combination	122,451
SC Health
Business Acquisition [Line Items]
Cash inflow from recapitalization	17,966
SC Health Sponsor
Business Acquisition [Line Items]
Cash inflow from recapitalization	$ 50,000

Business Combination - Summar_2

Business Combination - Summary of Shares Issued (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 11, 2021	Jun. 30, 2022	Dec. 31, 2021	Aug. 10, 2021
Business Acquisition [Line Items]
Ordinary shares outstanding (in shares)	126,675,000	129,917,925	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 ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Concentration Risk [Line Items]
Total property, equipment, finance lease and intangible assets	$ 13,209,000		$ 13,209,000		$ 13,235,000
Revenue	1,505,000	$ 2,195,000	2,467,000	$ 3,966,000
Revenue	$ 1,505,000	$ 2,195,000	$ 2,467,000	$ 3,966,000
Revenue | Customer Concentration Risk | Customer A
Concentration Risk [Line Items]
Concentration risk	99%	100%	92%	100%
Accounts Receivable | Customer Concentration Risk | Customer A
Concentration Risk [Line Items]
Concentration risk	100%				88%
United States
Concentration Risk [Line Items]
Total property, equipment, finance lease and intangible assets	$ 9,168,000		$ 9,168,000		$ 8,442,000
Revenue	1,505,000	$ 2,195,000	2,467,000	$ 3,966,000
Rest of World
Concentration Risk [Line Items]
Total property, equipment, finance lease and intangible assets	$ 4,041,000		$ 4,041,000		$ 4,793,000

Equity Method Investment (Detai

Equity Method Investment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Equity Method Investment
Beginning balance, January 1, 2022			$ 4,879
Share of gain of HRT	$ (169)	$ (597)	38	$ (760)
Ending balance, June 30, 2022	$ 5,060		$ 5,060
HRT | Variable Interest Entity
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	24.90%		24.90%
Equity Method Investment
Beginning balance, January 1, 2022			$ 4,879
Remeasurement gain on HRT			143
Share of gain of HRT			38
Ending balance, June 30, 2022	$ 5,060		$ 5,060

Financial Instruments and Fai_3

Financial Instruments and Fair Value Measurements - Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	$ 7,826	$ 44,624
Corporate bonds and commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	20,037
U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	$ 7,826	$ 24,587

Financial Instruments and Fai_4

Financial Instruments and Fair Value Measurements - Summary of Debt Securities (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Amortized Cost
Due in one year or less	$ 7,991
Due after one year through five years	0
Debt securities, amortized cost	7,991
Fair Value
Due in one year or less	7,826
Due after one year through five years	0
Debt securities, fair value	$ 7,826

Financial Instruments and Fai_5

Financial Instruments and Fair Value Measurements - Financial Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 38,772	$ 36,786
Total investments	7,826	44,624
Total cash, cash equivalents and investments	46,598	81,410
Private Placement Warrants	52,189	3,477
Convertible notes	97,561	0
Total financial liabilities	149,750	3,477
Private Placement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrants	668	3,477
Note Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrants	51,521	0
Corporate bonds and commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	20,037
U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	7,826	24,587
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	38,772	36,786
Total cash, cash equivalents and investments	46,598	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	7,826	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	0	20,037
Level 2 | Corporate bonds and commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	20,037
Level 2 | U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	$ 0	$ 0

Financial Instruments and Fai_6

Financial Instruments and Fair Value Measurements - Fair Value Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of debt instruments	$ 47,579	$ 6,008	$ 47,579	$ 45,661
Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance			50,487
Less: Issuance discount			(505)
Change in fair value of debt instruments			47,579
Ending balance	97,561		97,561
144A Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance			31,013
Less: Issuance discount			(309)
Change in fair value of debt instruments			20,817
Ending balance	51,521		51,521
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance			3,477
Change in fair value of debt instruments			(2,809)
Ending balance	$ 668		$ 668

Financial Instruments and Fai_7

Financial Instruments and Fair Value Measurements - Measurement Input (Details)	Jun. 30, 2022 $ / shares
Fair value per share of ordinary shares, net of 7.0% discount for lack of marketability | Convertible Notes
Debt Instrument [Line Items]
Long-term Debt, Measurement Input	2.03
Fair value per share of ordinary shares, net of 7.0% discount for lack of marketability | 144A Warrants
Debt Instrument [Line Items]
Long-term Debt, Measurement Input	2.03
Risk-free interest rate | Convertible Notes
Debt Instrument [Line Items]
Long-term Debt, Measurement Input	0.0300
Risk-free interest rate | 144A Warrants
Debt Instrument [Line Items]
Long-term Debt, Measurement Input	0.029
Expected volatility | Convertible Notes
Debt Instrument [Line Items]
Long-term Debt, Measurement Input	0.500
Expected volatility | 144A Warrants
Debt Instrument [Line Items]
Long-term Debt, Measurement Input	0.500
Expected term, in years | Convertible Notes
Debt Instrument [Line Items]
Long-term Debt, Measurement Input	3.87
Credit spread (bps) | Convertible Notes
Debt Instrument [Line Items]
Long-term Debt, Measurement Input	979
Coupon rate | Convertible Notes
Debt Instrument [Line Items]
Long-term Debt, Measurement Input	0.095
Initial exercise price | 144A Warrants
Debt Instrument [Line Items]
Long-term Debt, Measurement Input	5
Exercise price floor | 144A Warrants
Debt Instrument [Line Items]
Long-term Debt, Measurement Input	2.80

Balance Sheet Components - Cash

Balance Sheet Components - Cash and Cash Equivalents (Details) - Cash and Cash Equivalents - Geographic Concentration Risk	3 Months Ended	6 Months Ended
	Mar. 31, 2022	Jun. 30, 2022
United Kingdom
Cash and Cash Equivalents [Line Items]
Concentration risk	97%	74%
United States
Cash and Cash Equivalents [Line Items]
Concentration risk	3%	26%

Balance Sheet Components - Othe

Balance Sheet Components - Other Receivables (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
R&D tax credit receivable	$ 46,872,000	$ 45,632,000
Grants receivable	448,000	753,000
VAT receivable	793,000	1,073,000
Other receivable, net	14,000	4,000
Total other receivables	$ 48,127,000	$ 47,462,000

Balance Sheet Components - Long

Balance Sheet Components - Long Lived Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 19,918		$ 19,918		$ 17,514
Less: accumulated depreciation	(11,333)		(11,333)		(9,088)
Total property and equipment, net	8,585		8,585		8,426
Depreciation	1,500		2,900	$ 1,800
Finance lease right-of-use assets	2,966		2,966		2,966
Less: accumulated amortization	(1,390)		(1,390)		(1,205)
Total finance lease right-of-use assets, net	$ 1,576		$ 1,576		$ 1,761
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net		Property and equipment, net		Property and equipment, net
Amortization	$ 100	$ 100	$ 200	$ 200
Computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	2,237		2,237		$ 1,998
Lab equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	15,956		15,956		13,940
Motor vehicles
Property, Plant and Equipment [Line Items]
Total property and equipment	31		31		31
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	315		315		315
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	1,230		1,230		1,230
Assets under construction
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 149		$ 149		$ 0

Balance Sheet Components - Sche

Balance Sheet Components - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Jun. 30, 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 ($)	Jun. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Security deposits	$ 297,000	$ 280,000
Operating right of use assets	4,625,000	4,577,000
Prepaid asset, net of current portion	3,269,000	2,826,000
Total other non-current assets	$ 8,191,000	$ 7,683,000
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 ($)	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued bonus	$ 3,839,000	$ 7,546,000
Accrued payroll and benefits	3,086,000	2,750,000
Accrued taxes (taxes receivable)	(163,000)
Accrued taxes (taxes receivable)		439,000
Accrued fabrication costs	1,727,000	3,110,000
Accrued transaction costs	3,106,000	1,004,000
Unpaid interest		0	$ 928,000
Other accrued expenses	3,207,000	2,511,000
Total accrued expenses	$ 15,730,000	$ 17,360,000

Debt - Summary of Long Term Deb

Debt - Summary of Long Term Debt (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 84,436
Change in Fair Value Adjustment	53,308
Change in Fair Value Adjustment	(13,003)
Conversion of Debt Adjustment	10,123
Cash Payment	(37,303)
Total long-term debt	97,561
Less: current portion of long-term debt	0	$ (26,312)
Long-term debt, net of current portion	97,561	0
Convertible Notes
Debt Instrument [Line Items]
Long-term Debt, Gross	50,487
Change in Fair Value Adjustment	47,074
Total long-term debt	97,561
Term Loan
Debt Instrument [Line Items]
Long-term Debt, Gross	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	10,123	4,132
Cash Payment	(37,303)	(5,000)
Total long-term debt	$ 0	$ 26,312

Debt - Narrative (Details)

Debt - Narrative (Details) - USD ($)		3 Months Ended		6 Months Ended
	May 27, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Jul. 11, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt		$ 97,561,000		$ 97,561,000
Change in fair value of debt instruments		$ (47,579,000)	$ (6,008,000)	(47,579,000)	$ (45,661,000)
Repayments of Long-term Debt				$ 26,311,000	$ 0
Warrants outstanding (in shares)		14,074,986		14,074,986
Warrants outstanding, exercise price (in dollars per share)		$ 5		$ 5
Subsequent Event | 144A Warrants
Debt Instrument [Line Items]
Warrants outstanding (in shares)						47,251,857
Subsequent Event | 144A Warrants, Initial Exercise
Debt Instrument [Line Items]
Warrants outstanding (in shares)						26,461,038
Warrants outstanding, exercise price (in dollars per share)						$ 5
Subsequent Event | 144A Warrants, Additional Exercise
Debt Instrument [Line Items]
Warrants outstanding (in shares)						20,790,819
Warrants outstanding, exercise price (in dollars per share)						$ 2.80
Subsequent Event | 2026 Convertible Notes
Debt Instrument [Line Items]
Debt Conversion, Shares Issuable						13,855,000
Convertible Notes
Debt Instrument [Line Items]
Long-term debt		$ 97,561,000		$ 97,561,000
Change in fair value of debt instruments				(47,579,000)
Convertible Notes | Subsequent Event | 2026 Convertible Notes
Debt Instrument [Line Items]
Debt Conversion, Shares Issuable						40,316,038
2026 Convertible Notes | Convertible Debt And Warrants
Debt Instrument [Line Items]
Debt instrument, face amount		81,500,000		81,500,000
Debt Instrument, Convertible, Conversion Price	$ 3.08
Debt instrument, stated percentage	9.50%
Debt Instrument, Percentage Of Share Price Which Exceeds Conversion Price	250%
Debt Instrument, Number Of Trading Days Sales Price Exceeds Conversion Price	20 years
Proceeds from Issuance of Long-term Debt	$ 80,700,000
Long Term Debt, Purchase Discount	1%
Debt Issuance Costs, Gross	$ 10,000,000
Debt Instrument, Interest Rate Two, If Circumstances Met, Cash	5.75%
Debt Instrument, Interest Rate Two, If Circumstances Met, Payment In Kind	6.25%
Debt Instrument, Shares Purchased	26,500,000
Debt Instrument, Interest Rate Two, If Circumstances Met	12%
2020 Term Loan Facility | Term Loan
Debt Instrument [Line Items]
Repayments of Long-term Debt	$ 32,300,000
Term Loan
Debt Instrument [Line Items]
Long-term debt		0		$ 0			$ 26,312,000
Term Loan | 2020 Term Facility Loan
Debt Instrument [Line Items]
Repayments of Long-term Debt		$ 37,300,000

Debt - Schedule of Minimum Paym

Debt - Schedule of Minimum Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
2022 (for the remaining six months)	$ 3,593
2023	4,639
2024	4,639
2025	4,639
2026	83,880
Thereafter	0
Less: interest payments	(19,890)
Long Term Debt, Excluding Interest	81,500
Total principal amount of long-term debt	101,390
Less: current portion of long-term debt	0	$ 26,312
Long-term debt, net	$ 81,500

Warrants (Details)

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	Jul. 11, 2022	Jun. 30, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)		14,074,986
Warrant liabilities		$ 52,189	$ 3,477
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		51,500,000
Class Of Warrant Or Right Contractual Term		10 years
Warrants outstanding, exercise price (in dollars per share)		$ 5
2026 Convertible Notes | Subsequent Event
Class of Warrant or Right [Line Items]
Debt Conversion, Shares Issuable	13,855,000
2026 Convertible Notes | Convertible Notes | Subsequent Event
Class of Warrant or Right [Line Items]
Debt Conversion, Shares Issuable	40,316,038
Minimum
Class of Warrant or Right [Line Items]
Warrants outstanding, exercise price (in dollars per share)		$ 2.80
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		$ 700
144A Warrants, Initial Exercise | Subsequent Event
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	26,461,038
Warrants outstanding, exercise price (in dollars per share)	$ 5
2026 Convertible Notes | Subsequent Event
Class of Warrant or Right [Line Items]
Warrants outstanding, exercise price (in dollars per share)	$ 3.08

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Provision for income tax	$ (468)	$ 110	$ (337)	$ 210
Effective income tax rate, percent (less than)			1%	1%

Shareholders_ Equity (Deficit)

Shareholders’ Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended	6 Months Ended
	Jul. 11, 2022	Aug. 11, 2021	Oct. 31, 2021	Jun. 30, 2022	Dec. 31, 2021
Equity [Abstract]
Ordinary shares authorized (in shares)				12,443,961,038	12,417,500,000
Ordinary shares, par value (in dollars per share)				$ 0.000004	$ 0.000004
Ordinary shares issued (in shares)				129,917,925	127,860,639
Ordinary shares outstanding (in shares)		126,675,000		129,917,925	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
Private Placement | Subsequent Event
Class of Stock [Line Items]
Partners' Capital Account, Units, Sold in Private Placement	87,600,000
Private Placement | Convertible Notes | Subsequent Event
Class of Stock [Line Items]
Partners' Capital Account, Units, Sold in Private Placement	40,300,000
Private Placement | Warrants | Subsequent Event
Class of Stock [Line Items]
Partners' Capital Account, Units, Sold in Private Placement	47,300,000
144A Warrants
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)				26,500,000

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		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Class of Warrant or Right [Line Items]
Net loss, basic	$ (121,837)	$ (30,557)	$ (163,618)	$ (95,334)
Basic (in shares)	129,341,861	84,247,703	128,894,938	84,066,648
Diluted (in shares)	129,341,861	84,247,703	128,894,938	84,066,648
Basic (in dollars per share)	$ (0.94)	$ (0.36)	$ (1.27)	$ (1.13)
Diluted (in dollars per share)	(0.94)	$ (0.36)	(1.27)	$ (1.13)
Warrants outstanding, exercise price (in dollars per share)	$ 5		$ 5
Warrants outstanding (in shares)	14,074,986		14,074,986
Antidilutive securities (in shares)		1,000,000		14,600,000
Net loss, diluted	$ (121,837)	$ (30,557)	$ (163,618)	$ (95,334)
Options and RSUs
Class of Warrant or Right [Line Items]
Antidilutive securities (in shares)			16,100,000
Warrants
Class of Warrant or Right [Line Items]
Antidilutive securities (in shares)			14,100,000
Convertible Notes
Class of Warrant or Right [Line Items]
Antidilutive securities (in shares)			26,500,000
Warrant Redemption Scenario One
Class of Warrant or Right [Line Items]
Warrants outstanding, exercise price (in dollars per share)	$ 0.01		$ 0.01

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Aug. 11, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 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		$ 29,300		$ 29,300
Total stock-based compensation expense		3,948	$ 1,976	$ 7,977	$ 3,701
Unrecognized compensation expense						$ 900
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award				392,509
Payment of share-based compensation		$ 200
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 3 months 18 days
Options | 2013 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)		0		0
Options | 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)		10,334,846		10,334,846
Number of shares authorized (in shares)		14,699,845		14,699,845
Performance Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense			$ 100	$ 100	$ 200
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)		1,526,239		1,526,239
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) - $ / shares	6 Months Ended
	Jun. 30, 2022
Number of Options Outstanding
Expired (in dollars per share)	$ 4.20
Average Exercise Price Per Share
Options expired (in shares)	(14,441)
2013 Plan
Number of Options Outstanding
Beginning balance (in shares)	15,381,736
Granted (in shares)	0
Exercised (in shares)	(1,172,031)
Forfeited (in shares)	(428,745)
Ending balance (in shares)	13,766,519
Options exercisable (in shares)	12,154,403
Average Exercise Price Per Share
Beginning balance (in dollars per share)	$ 2
Granted (in dollars per share)	0
Exercised (in dollars per share)	0.94
Forfeited (in dollars per share)	3.30
Ending balance (in dollars per share)	2.05
Options exercisable (in dollars per share)	$ 1.85
2021 Plan
Number of Options Outstanding
Beginning balance (in shares)	1,013,480
Granted (in shares)	0
Exercised (in shares)	0
Forfeited (in shares)	(350,225)
Ending balance (in shares)	663,255
Options exercisable (in shares)	207,590
Average Exercise Price Per Share
Beginning balance (in dollars per share)	$ 15.84
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Forfeited (in dollars per share)	15.84
Ending balance (in dollars per share)	15.84
Options exercisable (in dollars per share)	$ 15.84

Stock-Based Compensation - RSU

Stock-Based Compensation - RSU Activity (Details) - RSUs	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Awards Outstanding
Outstanding, beginning balance (in shares) | shares	4,154,508
Granted (in shares) | shares	666,221
Vested (in shares) | shares	(585,455)
Forfeited (in shares) | shares	(533,530)
Outstanding, ending balance (in shares) | shares	3,701,744
Weighted Average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share) | $ / shares	$ 6.71
Granted (in dollars per share) | $ / shares	3.99
Vested (in dollars per share) | $ / shares	7.02
Forfeited (in dollars per share) | $ / shares	6.77
Outstanding, ending balance (in dollars per share) | $ / shares	$ 6.16

Stock-Based Compensation - St_2

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Aug. 11, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ordinary shares, par value (in dollars per share)	$ 0.000004		$ 0.000004		$ 0.000004
Ordinary shares issued (in shares)	129,917,925		129,917,925		127,860,639
Ordinary shares outstanding (in shares)	129,917,925		129,917,925		127,860,639	126,675,000
Ordinary shares authorized (in shares)	12,443,961,038		12,443,961,038		12,417,500,000
Total stock-based compensation expense	$ 3,948	$ 1,976	$ 7,977	$ 3,701
Cost of Sales [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	166	363	675	631
Research and Development Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	2,207	1,171	4,878	2,219
Selling, General and Administrative Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,575	$ 442	$ 2,424	$ 851

Leases - Additional Information

Leases - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Leases [Abstract]
Operating lease, weighted average remaining lease term	4 years		4 years
Operating lease, weighted average discount rate	6%		6%
Operating Lease Cost:
Fixed lease cost	$ 390	$ 292	$ 780	$ 505
Variable lease cost	65	36	130	119
Total operating lease cost	$ 455	$ 328	910	624
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases			879	462
Right-of-use assets obtained in exchange of lease obligations:
Right-of-use assets obtained in exchange for new operating lease liabilities			$ 692	$ 2,187

Leases - Schedule of Maturities

Leases - Schedule of Maturities of Operating Leases (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Leases [Abstract]
2022 (for the remaining period)	$ 899
2023	1,541
2024	1,067
2025	977
2026	1,008
Thereafter	328
Total lease obligation	5,820
Less: Imputed interest	(660)
Total lease liabilities	$ 5,160
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities
Less: Current lease liabilities	$ (1,576)
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities
Total non-current lease liabilities	$ 3,584

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Contractual obligations	$ 12	$ 13.6

Defined Contribution Plan (Deta

Defined Contribution Plan (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Retirement Benefits [Abstract]
Defined contribution plan, employer contributions	$ 0.2	$ 0.2	$ 0.5	$ 0.4

Supplemental Cash Flow Inform_3

Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash payments for:
Interest paid	$ 10,576	$ 271
Income tax paid	76	210
Non-cash Operating Activities:
Right-of-use assets obtained in exchange for new operating lease liabilities	692	2,187
Non-cash Investing Activities:
Unpaid property and equipment received	115	1,163
Unrealized loss on available-for-sale marketable securities	176	0
Non-cash Financing Activities:
Unpaid transaction costs	3,131	5,201
Forgiveness of Paycheck Protection Program loan	$ 0	$ 2,860