Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
Rockley Photonics Holdings Limited
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered (1) | | Proposed Maximum Offering Price Per Unit | | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee (2) | | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial effective date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
| Newly Registered Securities |
| Fees to Be Paid | N/A | N/A | N/A | N/A | | N/A | | N/A | N/A | N/A | | | | | |
| Fees Previously Paid | Equity | Ordinary Shares, nominal value $0.000004026575398 per share, issuable upon the exercise of options | Rule 457(a) | 721,070 | (3) | $3.7407 | (5) | $2,697,307 | $0.0001091 | $294.28 | | | | | |
| | Ordinary Shares, nominal value $0.000004026575398 per share | Rule 457(a) | 46,598,361 | (3) | 9.5 | (6) | $442,684,430 | | $48,296.87 | | | | | |
| | Warrants | | 5,450,000 | (3) | 0 | (7) | - | | - | | | | | |
| | Ordinary Shares, nominal value $0.000004026575398 per share, issuable upon the exercise of warrants | Rule 457(a) | 5,450,000 | (3) | 9.5 | (6) | $51,775,000 | | $5,648.65 | | | | | |
| Carry Forward Securities |
| Carry Forward Securities | N/A | N/A | N/A | N/A | | | | N/A | | | | N/A | N/A | N/A | N/A |
| Total Offering Amounts | | | $497,156,737 | | | | | | | |
| Total Fees Previously Paid | | | | | | $54,239.80 | (8) | | | | |
| Total Fee Offsets | | | | | — | | | | | |
| Net Fee Due | | | | | | — | | | | | |
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| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), includes an indeterminate number of shares which may be issued with respect to such shares of ordinary shares by way of a stock dividend, stock split or in connection with a stock combination, recapitalization, merger, consolidation or otherwise. |
| (2) | Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price. |
| (3) | The share amounts listed in this table reflect the number of shares previously registered by the registrant on a registration statement on Form S-1 (File No. 333-259398) and do not reflect any subsequent sales or the deregistration of any shares. Accordingly, all registration fees have been previously paid. |
| (4) | Pursuant to Rule 457(h)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the weighted-average exercise price of such options. |
| (5) | Pursuant to Rule 457(h)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the weighted-average exercise price of such options. |
| (6) | Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price is $9.50, which represents the average of the high and low trading prices of the Ordinary Shares on September 3, 2021 on the New York Stock Exchange. |
| (7) | Consists of 5,450,000 warrants held by the Sponsor and certain permitted transferees. |
| (8) | The share amounts listed in this table reflect the number of shares previously registered by the registrant on a registration statement on Form S-1 (File No. 333-259398) and do not reflect any subsequent sales or the deregistration of any shares. Accordingly, all registration fees have been previously paid. |
