Rockley Photonics (RKLYQ) 10-Q 10 Nov 22 2022 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Nov. 03, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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 Tax Identification Number	98-1644526
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)		132,747,605
Entity Central Index Key	0001852117
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, $0.000004026575398 par value per share
Trading Symbol	RKLY
Security Exchange Name	NYSE
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share
Trading Symbol	RKLY.WS
Security Exchange Name	NYSE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 4,881	$ 36,786
Short-term investments	0	26,965
Accounts receivable, net of allowance of $0 and $302 as of September 30, 2022 and December 31, 2021, respectively	786	1,359
Other receivables, net of allowance of $0 and $141 as of September 30, 2022 and December 31, 2021, respectively	48,385	47,462
Prepaid expenses and other current assets	9,899	6,802
Total current assets	63,951	119,374
Long-term investments	0	17,659
Property and equipment, net	9,554	10,187
Equity method investment	4,358	4,879
Intangible assets, net	3,048	3,048
Other non-current assets	9,969	7,683
Total assets	90,880	162,830
Current liabilities
Trade payables	12,744	6,882
Accrued expenses	15,867	17,360
Debt, current portion	0	26,312
Other current liabilities	1,464	1,238
Total current liabilities	30,075	51,792
Long-term debt, net of current portion	66,492	0
Warrant liabilities	20,829	3,477
Other long-term liabilities	3,337	3,743
Total liabilities	120,733	59,012
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 September 30, 2022 and December 31, 2021, respectively; 132,660,683 and 127,860,639 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	0	0
Additional paid-in-capital	522,630	504,714
Accumulated deficit	(552,483)	(400,896)
Total shareholders’ (deficit) equity	(29,853)	103,818
Total liabilities and shareholders’ equity	$ 90,880	$ 162,830

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for credit loss, accounts receivable	$ 0	$ 302
Allowance for credit loss, other receivables	$ 0	$ 141
Ordinary shares, par value (in dollars per share)	$ 0.000004	$ 0.000004
Ordinary shares authorized (in shares)	12,443,961,038	12,417,500,000
Ordinary shares issued (in shares)	132,660,683	127,860,639
Ordinary shares outstanding (in shares)	132,660,683	127,860,639

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 556	$ 1,839	$ 3,023	$ 5,805
Cost of revenue	2,066	3,459	7,753	11,742
Gross profit	(1,510)	(1,620)	(4,730)	(5,937)
Operating expenses:
Selling, general, and administrative expenses	13,010	13,568	45,114	27,588
Research and development expenses	25,748	26,418	76,849	59,949
Total operating expenses	38,758	39,986	121,963	87,537
Loss from operations	(40,268)	(41,606)	(126,693)	(93,474)
Other income (expense):
Other (expense) income, net	(180)	0	(349)	2,860
Interest expense, net	(3,690)	(1,587)	(10,857)	(1,913)
(Loss) gain on equity method investment	(270)	40	(232)	(720)
Change in fair value of debt instruments	27,227	(14,255)	(20,352)	(59,916)
Change in fair value of warrant liabilities	31,359	515	13,351	515
(Loss) gain on foreign currency	(1,877)	(481)	(6,522)	150
Total other income (expense)	52,569	(15,768)	(24,961)	(59,024)
Income (loss) before income taxes	12,301	(57,374)	(151,654)	(152,498)
Provision for income tax (benefit)	270	598	(67)	808
Net income (loss)	$ 12,031	$ (57,972)	$ (151,587)	$ (153,306)
Earnings (net loss) per share:
Basic (in dollars per share)	$ 0.09	$ (0.54)	$ (1.17)	$ (1.67)
Diluted (in dollars per share)	$ (0.09)	$ (0.54)	$ (1.17)	$ (1.67)
Weighted-average shares outstanding:
Basic (in shares)	130,752,092	107,633,037	129,520,792	92,008,435
Diluted (in shares)	170,038,105	107,633,037	129,520,792	92,008,435

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 12,031	$ (57,972)	$ (151,587)	$ (153,306)
Other comprehensive income:
Unrealized gain on available-for-sale securities	176	0	0	0
Total other comprehensive income	176	0	0	0
Comprehensive income (loss)	$ 12,207	$ (57,972)	$ (151,587)	$ (153,306)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Shareholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	SC Health	PIPE	SC Health Sponsor	Ordinary Shares	Ordinary Shares SC Health	Ordinary Shares PIPE	Ordinary Shares SC Health Sponsor	Ordinary Shares and Additional Paid-in Capital	Ordinary Shares and Additional Paid-in Capital SC Health	Ordinary Shares and Additional Paid-in Capital PIPE	Ordinary Shares and Additional Paid-in Capital SC Health Sponsor	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				$ 0	$ (232,883)
Increase (Decrease) in Stockholders' Equity
Net income (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
Exercise of warrants	0
Issuance of warrants	263								263
Stock-based compensation	1,725								1,725
Ending balance (in shares) at Mar. 31, 2021					83,813,863
Ending balance at Mar. 31, 2021	(93,959)								203,701				0	(297,660)
Beginning balance (in shares) at Dec. 31, 2020					83,539,382
Beginning balance at Dec. 31, 2020	(31,307)								201,576				0	(232,883)
Increase (Decrease) in Stockholders' Equity
Net income (loss)	(153,306)
Other comprehensive income (loss)	0
Ending balance (in shares) at Sep. 30, 2021					126,675,098
Ending balance at Sep. 30, 2021	113,494								499,683				0	(386,189)
Beginning balance (in shares) at Mar. 31, 2021					83,813,863
Beginning balance at Mar. 31, 2021	(93,959)								203,701				0	(297,660)
Increase (Decrease) in Stockholders' Equity
Net income (loss)	(30,557)													(30,557)
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				0	(328,217)
Increase (Decrease) in Stockholders' Equity
Net income (loss)	(57,972)													(57,972)
Other comprehensive income (loss)	0
Exercise of stock options (in shares)					57,123
Exercise of stock options	86								86
Exercise of warrants (in shares)					4,057,307
Exercise of warrants	379								379
Conversion of convertible notes to ordinary shares (in shares)					15,896,210
Conversion of convertible notes to ordinary shares	181,404								181,404
Equity consideration issued (in shares)						1,777,031	10,000,000	10,562,500
Equity consideration issued		$ 17,966	$ 100,000	$ 50,000						$ 17,966	$ 100,000	$ 50,000
Stock-based compensation	2,155								2,155
Transaction costs	(43,825)								(43,825)
Non-cash fair value of assumed liability-classified ordinary share warrants	(14,305)								(14,305)
Ordinary share issuance, net of issuance costs (in shares)					319,000
Ordinary share issuance, net of issuance costs	0								0
Ending balance (in shares) at Sep. 30, 2021					126,675,098
Ending balance at Sep. 30, 2021	113,494								499,683				0	(386,189)
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 income (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
Transaction costs	(595)								(595)
Ending balance (in shares) at Mar. 31, 2022					129,005,167
Ending balance at Mar. 31, 2022	65,400								508,368				(291)	(442,677)
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 income (loss)	(151,587)
Other comprehensive income (loss)	0
Ending balance (in shares) at Sep. 30, 2022					132,660,683
Ending balance at Sep. 30, 2022	(29,853)								522,630				0	(552,483)
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 income (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
Stock-based compensation	3,948								3,948
Issuance of ordinary shares under employee stock purchase plan, net of taxes (in shares)					392,509
Issuance of ordinary shares under employee stock purchase plan, net of taxes	1,045								1,045
Transaction costs	348								348
Ending balance (in shares) at Jun. 30, 2022					129,917,925
Ending balance at Jun. 30, 2022	(50,465)								514,225				(176)	(564,514)
Increase (Decrease) in Stockholders' Equity
Net income (loss)	12,031													12,031
Other comprehensive income (loss)	176												176
Exercise of stock options (in shares)					858,314
Exercise of stock options	224								224
Vesting of restricted stock units, net of withholding taxes (in shares)					342,238
Vesting of restricted stock units, net of withholding taxes	$ 0
Conversion of convertible notes to ordinary shares (in shares)	1,542,206				1,500,000
Conversion of convertible notes to ordinary shares	$ 5,548								5,548
Stock-based compensation	3,435								3,435
Transaction costs	(802)								(802)
Ending balance (in shares) at Sep. 30, 2022					132,660,683
Ending balance at Sep. 30, 2022	$ (29,853)								$ 522,630				$ 0	$ (552,483)

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (151,587)	$ (153,306)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,723	3,228
Non-cash operating lease cost	1,001	651
Gain on disposal of property and equipment	(114)	0
(Reversal) bad debt expense	(141)	377
Accretion of marketable securities to redemption value	(131)	(32)
Net realized loss on sale of marketable securities	(347)	0
Stock-based compensation	11,412	5,856
Change in equity-method investment	521	346
Change in fair value of debt instrument	20,352	59,916
Change in fair value of warrant liabilities	(13,351)	(515)
Forgiveness of Paycheck Protection Program loan	0	(2,860)
Non-cash interest on convertible loan notes	2,956	0
Changes in operating assets and liabilities:
Accounts receivable	573	3,032
Other receivables	(782)	(6,942)
Prepaid expenses and other current assets	(3,097)	(7,859)
Other non-current assets	(2,595)	0
Trade payables	4,942	1,147
Accrued expenses	9,228	5,800
Other current and long-term liabilities	(872)	(741)
Net cash used in operating activities	(117,309)	(91,902)
Cash flows from investing activities:
Purchase of property and equipment	(3,056)	(5,698)
Purchase of marketable securities	0	(54,800)
Proceeds from sale and maturities of marketable securities	45,102	5,030
Payment for asset acquisition	0	(500)
Net cash provided by (used in) investing activities	42,046	(55,968)
Cash flows from financing activities:
Proceeds from convertible loan notes	80,685	76,723
Principal payments on long-term debt	(26,311)	0
Transaction costs	(11,976)	(41,484)
Proceeds from exercise of options	1,319	369
Withheld taxes paid on behalf of employees on net settled stock-based awards	(359)	0
Proceeds from issuance of ordinary shares	0	167,966
Proceeds from exercise of warrants	0	379
Proceeds from issuance of warrants	0	263
Debt issuance costs incurred	0	(383)
Net cash provided by financing activities	43,358	203,833
Net (decrease) increase in cash and cash equivalents	(31,905)	55,963
Cash and cash equivalents:
Beginning of period	36,786	19,228
End of period	$ 4,881	$ 75,191

Business and Significant Accoun

Business and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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 nine months ended September 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 $552.5 million as of September 30, 2022 and negative cash flow from operations of $117.3 million for the nine months ended September 30, 2022 and expects to incur losses from operations for the foreseeable future. As of September 30, 2022, the Company had cash, cash equivalents and investments of $4.9 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, financial results and overall financial position. Recently Adopted Accounting Pronouncements 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. The adoption of the guidance did not have a material effect on the Company's condensed 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. Effective January 1, 2022, the Company adopted ASU 2021-10 on a prospective basis. The Company adopted this standard as of January 1, 2022. Accounting Pronouncements Issued but Not Yet Adopted Other recent accounting pronouncements not yet adopted are not expected to have a material impact on the Company's condensed consolidated financial statements.

Business Combination

Business Combination	9 Months Ended
	Sep. 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. As a result of the Business Combination, the Company incurred equity issuance costs and other costs considered direct and incremental to the transaction, totaling $45.5 million and consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in capital in the condensed consolidated balance sheet as of December 31, 2021. Summary of Net Proceeds The following table reconciles the elements of the net proceeds from the Business Combination as of December 31, 2021 (in thousands): Recapitalization Cash inflow from SC Health's trust account, net of redemptions $ 17,966 Cash inflow from PIPE 100,000 Cash inflow from SC Health Sponsor 50,000 Less: Transaction Costs (45,515) Net cash received from the Business Combination $ 122,451 Summary of Shares Issued The total number of shares of the Company's ordinary shares issued and outstanding immediately following the consummation of the Business Combination was approximately 126.7 million, comprising (in thousands): Number of Shares Legacy Rockley shareholders prior to the Business Combination 104,016 SC Health Shareholders 1,777 Sponsor Shareholders 10,563 PIPE Investors 10,000 Other Shareholders 1 319 Total number of shares 126,675 1 The Company issued 319,000 ordinary shares at a value of $10.00 per share to Cowen and Company LLC ("Cowen") and BCW Securities LLC in lieu of cash payment for a portion of the $3.2 million fees payable to Cowen as part of the transaction costs.

Segment, Geographic, and Signif

Segment, Geographic, and Significant Customer Information	9 Months Ended
	Sep. 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $ 556 $ 1,537 $ 3,023 $ 5,503 Rest of World — 302 — 302 Total revenue $ 556 $ 1,839 $ 3,023 $ 5,805 The following tables summarize our most significant customers as of September 30, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and 2021: Revenue Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Customer A 83 % 69 % 91 % 89 % Accounts Receivable September 30, 2022 December 31, 2021 Customer A 42 % 72 % The following table presents property, equipment, finance lease and intangible assets held in the U.S. and internationally in various foreign subsidiaries as of September 30, 2022 and December 31, 2021 (in thousands): As of September 30, 2022 December 31, 2021 United States $ 7,466 $ 8,442 Rest of World 5,136 4,793 Total property, equipment, finance lease and intangible assets $ 12,602 $ 13,235

Equity Method Investment

Equity Method Investment	9 Months Ended
	Sep. 30, 2022
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investment	Equity Method Investment As of September 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 nine months ended September 30, 2022 (in thousands): Beginning balance, January 1, 2022 $ 4,879 Remeasurement loss on HRT (289) Share of loss of HRT (232) Ending balance, September 30, 2022 $ 4,358 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	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Financial Instruments and Fair Value Measurements	Financial Instruments and Fair Value Measurements The accounting guidance for fair value measurements provides a framework for measuring fair value on either a recurring or nonrecurring basis, whereby the inputs used in valuation techniques are assigned a hierarchical level. The following are the three levels of inputs to measure fair value: Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs that reflect quoted prices for identical assets or liabilities in less active markets; quoted prices for similar assets or liabilities in active markets; benchmark yields, reported trades, broker/dealer quotes, inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Unobservable inputs that reflect our own assumptions incorporated in valuation techniques used to measure fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. We consider an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and consider an inactive market to be one in which there are infrequent or few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our own or the counterparty’s non-performance risk is considered in measuring the fair values of liabilities and assets, respectively. Investments The following is a summary of our investments at their cost or amortized cost for the periods ended September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Corporate bonds and commercial paper $ — $ 20,042 U.S. Treasury securities — 24,587 Total investments $ — $ 44,629 Fair Value of Financial Instruments The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands): September 30, 2022 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 4,881 $ 4,881 $ — Total cash, cash equivalents and investments $ 4,881 $ 4,881 $ — 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 September 30, 2022 December 31, 2021 Financial Liabilities Private Placement Warrants $ 18 $ 3,477 2026 Convertible Notes (May Notes) 66,492 — Warrants issued in connection with the 2026 Convertible Notes (May 144A Warrants) 20,811 — Total financial liabilities $ 87,321 $ 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): Fair value at December 31, 2021 $ 3,477 Change in fair value $ (3,459) Fair value at September 30, 2022 $ 18 May Notes On May 27, 2022, we issued $81.5 million aggregate principal amount of the 2026 Convertible Notes (the "May Notes") and detachable warrants (the "May 144A Warrants") to purchase approximately 26.5 million ordinary shares of the Company (see Note 7, Debt and Note 8, Warrants for details). At September 30, 2022, after accounting for conversions and additional issuances described further in Note 7—"Debt" , the outstanding principal balance of the May Notes was $78.5 million . At September 30, 2022, the fair value of the outstanding principal of the May Notes was $66.5 million which was measured using a lattice model (which is discussed in further detail below) with the following significant inputs: Fair value per share of ordinary shares, net of 4.0% discount for lack of marketability $ 0.71 Risk-free interest rate 4.19 % Expected volatility 75.0 % Expected term, in years 3.62 Credit spread (bps) 979 Coupon rate (all cash) 9.5 % Coupon rate (cash & payment-in-kind) Cash 5.75 % Payment-in-kind 6.25 % For the nine months ended September 30, 2022, we recorded a change in fair value of $19.6 million from the remeasurement of the May Notes, as follows (in thousands). Fair value at May 27, 2022 $ 50,487 Less: Issuance discount (505) Conversion of May Notes to equity (4,750) Add: Issuance in-kind of May Notes for interest make-whole provision 1,706 Change in fair value 19,554 Fair value at September 30, 2022 $ 66,492 Binomial Lattice Model A lattice model was used to determine the fair value of the May Notes based on assumptions as to when the May Notes would be converted or redeemed at each decision point. Within the lattice model, the following assumptions were made: (i) each holder shall have the option to convert the May Notes to the Company's ordinary shares at a rate of 324.6753 (the "conversion rate") per $1,000 principal amount of May Notes prior to the close of the second trading date immediately preceding the maturity date; (ii) at any time prior to the maturity date, the Company may redeem the May Notes in an amount equal to the sum of the redemption price plus the redemption premium; (iii) the holders may surrender the May Notes subject to the optional redemption or tax redemption at any time prior to the close of business on the second trading day immediately preceding the redemption date; and (iv) upon any conversion, other than a conversion "in connection with" a Make-Whole Fundamental Change, Springing Repurchase Offer, a Make-Whole Redemption or a Tax Redemption, the Company will make an interest make-whole payment to the converting holder equal to the sum of the remaining scheduled payments of interest that would have been made on the May Notes to be converted had such May Notes remained outstanding from the conversion date to and including the maturity date. The lattice model uses the stock price, maturity date, risk-free rate, estimated stock volatility, and estimated credit spread. We remeasure the fair value of the debt instrument and record the change as a gain or loss from change in fair value of debt in the statements of operations and comprehensive loss for each reporting period. May 144A Warrants issued in connection with the May Notes In connection with the issuance of the May Notes, we issued detachable May 144A Warrants which were bifurcated from the May Notes and recorded at fair value as a liability. At September 30, 2022, the fair value of the May 144A Warrants was $20.8 million which was measured using the Monte Carlo simulation method. The May 144A Warrants' ratchet anti-dilution provision creates path-dependent exercise prices of the May 144A Warrants. The Company therefore concluded that the Monte Carlo simulation model is the appropriate method to fair value the May 144A Warrants and the inputs of the valuation model are classified as “Level 3”. The following key inputs to the Monte Carlo simulation model were used at September 30, 2022 : Fair value per share of ordinary shares, net of 4.0% discount for lack of marketability $ 0.71 Interest rate 3.8 % Expected volatility 74.5 % Initial exercise price $ 5.00 Exercise price floor $ 2.80 For the nine months ended September 30, 2022, we recorded a change in fair value of $9.9 million from the initial issuance date of the May 144A Warrants, as follows (in thousands). Fair value at, May 27, 2022 $ 31,013 Less: Issuance discount (309) Change in fair value (9,893) Fair value at September 30, 2022 $ 20,811

Balance Sheet Components

Balance Sheet Components	9 Months Ended
	Sep. 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: September 30, 2022 December 31, 2021 United Kingdom 22 % 97 % United States 77 % 3 % Other 1 % — % Other receivables (in thousands) September 30, 2022 December 31, 2021 R&D tax credit receivable 1 $ 47,331 $ 45,632 Grants receivable 559 753 VAT receivable 480 1,073 Other receivable, net 15 4 Total other receivables $ 48,385 $ 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) September 30, 2022 December 31, 2021 Computer equipment $ 2,298 $ 1,998 Lab equipment 15,349 13,940 Motor vehicles 31 31 Furniture and fixtures 327 315 Leasehold improvements 1,230 1,230 Assets under construction 656 — Total property and equipment $ 19,891 $ 17,514 Less: accumulated depreciation (11,820) (9,088) Total property and equipment, net $ 8,071 $ 8,426 Total depreciation expense for the three months ended September 30, 2022 and 2021 was $1.5 million and $1.2 million, respectively. Total depreciation expense for the nine months ended September 30, 2022 and 2021 was $4.4 million and $3.0 million, respectively. Finance lease right-of-use assets, net (in thousands) September 30, 2022 December 31, 2021 Finance lease right-of-use assets $ 2,966 $ 2,966 Less: accumulated amortization (1,483) (1,205) Total finance lease right-of-use assets, net $ 1,483 $ 1,761 Amortization expense for the three months ended September 30, 2022 and 2021 was $0.1 million and $0.1 million, respectively. Amortization expense for the nine months ended September 30, 2022 and 2021 was $0.3 million and $0.3 million, respectively. Intangible assets, net (in thousands) September 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 nine months ended September 30, 2022 and 2021. Other non-current assets (in thousands) September 30, 2022 December 31, 2021 Security deposits $ 224 $ 280 Operating right of use assets 4,268 4,577 Prepaid asset, net of current portion 5,477 2,826 Total other non-current assets $ 9,969 $ 7,683 Accrued expenses (in thousands) September 30, 2022 December 31, 2021 Accrued bonus $ 4,974 $ 7,546 Accrued fabrication costs 2,605 3,110 Accrued payroll and benefits 2,280 2,750 Accrued interest expense 1,250 146 Accrued restructuring charges 955 — Accrued taxes (taxes receivable) (46) 439 Accrued transaction costs — 1,004 Other accrued expenses 3,849 2,365 Total accrued expenses $ 15,867 $ 17,360

Debt

Debt	9 Months Ended
	Sep. 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 nine months ended September 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): September 30, 2022 Principal Change in Fair Value Adjustment Conversion of Debt Adjustment Interest 1 Cash Payment Net 2026 Convertible Notes (May Notes) $ 81,500 $ (11,964) $ (4,750) $ 1,706 $ — $ 66,492 2020 Term Facility Loan 33,949 6,234 (13,003) 10,123 (37,303) — Total long-term debt $ 115,449 $ (5,730) $ (17,753) $ 11,829 $ (37,303) $ 66,492 Less: current portion of long-term debt — Long-term debt, net of current portion $ 66,492 1 Interest from the May Notes relates to the issuance in-kind of May Notes for the interest make-whole provision upon conversion of May Notes to equity in the fiscal quarter ended September 30, 2022. Interest from the 2020 Term Facility relates to the imputed interest of the payment arrangement in place upon the close of the Business Combination in August 2021. 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 our aggregate future principal debt maturities as of September 30, 2022 (in thousands): Year Ending December 31, 2022 (for the remaining three months) $ — 2023 — 2024 — 2025 — 2026 78,456 Total aggregate future principal payments $ 78,456 May Notes On May 27, 2022, we issued $81.5 million aggregate principal amount of Convertible Senior Secured Notes Due 2026 (the “May Notes”) and warrants (the "May 144A Warrants") to purchase approximately 26.5 million ordinary shares of the Company. The May Notes bear interest at a rate of 9.5% per annum if paid in cash or, subject to the satisfaction of certain conditions, at a rate of 12.0% per annum payable at a rate of 5.75% per annum in cash and 6.25% per annum through the issuance of additional Notes ("Payment-in-Kind" or "PIK"), which will also bear interest. Interest on the May Notes is payable quarterly in arrears on February 15, May 15, August 15 and November 15, commencing on August 15, 2022. The May Notes will mature on May 15, 2026 unless redeemed, repurchased or converted in accordance with their terms prior to such date. The May Notes were issued pursuant to an indenture (the "May Indenture"), which includes customary terms and covenants including certain events of default after which the May Notes may be due and payable immediately. The Company has also granted the May Note holders an option to purchase up to an additional $81.5 million aggregate principal amount of notes and warrants for a period of 12 months following the date that the registration statement covering the resale of the ordinary shares issuable upon conversion of the May Notes and upon exercise of the May 144A Warrants became effective. The May Notes are convertible at an initial conversion price equal to $3.08 per ordinary share. Holders of the May Notes have the right to convert all or a portion of their May Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, holders of the May Notes will receive ordinary shares and an interest make-whole for interest that would have accrued from the date of conversion until the maturity date, which interest make-whole shall be paid in cash or in ordinary shares at the Company’s election. Following certain corporate events that occur prior to the maturity date or notice of redemption issued by the Company (as defined in the May Indenture), the Company will increase the conversion rate for a holder who elects to convert its May Notes in connection with such a corporate event or who elects to convert any May Notes called for redemption during the related redemption period. Additionally, in the event of a fundamental change (as defined in the May Indenture), the holders of the May Notes may require the Company to repurchase all or a portion of their May Notes at a price equal to the aggregate principal amount of any May Notes to be repurchased plus accrued and unpaid interest thereon plus a make-whole premium (as defined in the May Indenture). The Company may redeem the May Notes in whole, and not in part, at its option, at any time prior to the maturity date, for a cash purchase price equal to the aggregate principal amount of any May Notes to be redeemed plus accrued and unpaid interest plus a make-whole premium as provided in the May Indenture. At any time prior to the maturity date, the Company may also redeem the May Notes in whole, if the last reported sale price of the ordinary shares exceeds 250.0% of the conversion price then in effect for at least 20 trading days (which need not be consecutive), for a cash purchase price equal to the aggregate principal amount of any May Notes to be redeemed plus accrued and unpaid interest thereon. The May Notes are also subject to redemption at the option of the Company in the event of certain changes in tax law or listing status of the Company. Net proceeds from the offering of the May Notes were $80.7 million after deducting the initial purchasers’ discount of 1.0%. As of September 30, 2022, the Company incurred approximately $11.5 million in transaction 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 used or intends to use the remaining net proceeds for operating expenses, working capital, general corporate purposes, and capital expenditures. The Company allocated the proceeds from the May Notes and May 144A Warrants issued in the financing transaction using a relative fair value method at the issuance date. The issuance-date fair values for the May Notes and May 144A Warrants were measured using the binomial lattice and Monte Carlo simulation model, respectively. The initial amount recognized for the May Notes and May 144A Warrants was established by applying the respective fair values of the May Notes and May 144A Warrants to the amount of the proceeds of $81.5 million on a pro-rata basis. The Company elected to account for May Notes at fair value as of the May 27, 2022 issuance date. Management believes that the fair value option appropriately reflects the underlying economics of the May Notes. Under the fair value election, changes in fair value will be reported in the condensed consolidated statements of operations, under change in fair value of debt instrument, in each reporting period subsequent to the issuance of the May Notes. For the nine months ended September 30, 2022, the Company recorded a change in fair value of $19.6 million. See Note 5 – Fair Value Measurements The Company registered the ordinary shares underlying the May Notes and the May 144A Warrants for sale by the initial purchasers pursuant to a Registration Rights Agreement. The Company's Registration Statement on Form S-1 (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 May 2026 Convertible Notes, which co nsists of (i) 26,461,038 ordinary shares initially issuable upon conversion of all of the May Notes at a conversion price of $3.08 pe r ordinary share; and (ii) an additional 13,855,000 ordinary shares that would have become due, assuming that the May Notes were converted on the date they were issued and the interest make-whole payment (as defined in the May 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 May 144A Warrants, which consists of (i) 26,461,038 ordinary shares initially issuable upon the exercise of all of the May 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 May 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. The May Notes were classified as a long-term liability in the condensed consolidated balance sheet as of September 30, 2022. During the three months ended September 30, 2022, $4.8 million of the May Notes with a fair value of $5.5 million were converted for 1.5 million ordinary shares . In connection with the conversion, the noteholder was entitled to $1.7 million of interest make-whole payable in cash. However, an additional $1.7 million of May Notes were issued in-kind in accordance with the interest make-whole provision in the May Indenture agreement. 2020 Term Facility Loan

Warrants

Warrants	9 Months Ended
	Sep. 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 September 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 September 30, 2022, the Company also had 5,450,000 Private Placement Warrants outstanding with a balance of $0.02 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. May 144A Warrants issued in connection with the May Notes The Company issued May 144A Warrants in connection with the May Notes with a balance of $20.8 million a s of September 30, 2022, classified as a liability. The May 144A Warrants have a ten-year term and can only be exercised through May 27, 2032. The May 144A Warrants are exercisable for the Company's ordinary shares at an 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 May 144A Warrants upon the occurrence of such event, and increases the number of ordinary shares issuable upon exercise of the May 144A Warrants, such that the aggregate exercise price of all May 144A Warrants remains the same before and after any such dilutive event; provided, that the exercise price may not be less than $2.80. Upon the occurrence of a fundamental transaction (as defined in the May 144A Warrant Agreement), the May 144A Warrants provide each holder a put right. Upon the exercise of a put right by the holder, the Company is obligated to repurchase the May 144A Warrants from the holder for the fair market value (as defined in the May 144A Warrant Agreement) of the remaining exercised portion of the May 144A Warrants repurchased. The May 144A Warrants also include cashless exercise rights which will go into effect if after the six months of the issue date, there is no effective registration statement registering the ordinary shares underlying the May 144A Warrants. The ordinary shares underlying the May 144A Warrants were registered for sale by the initial purchasers pursuant to the Company's Registration Statement on Form S-1 (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 May 144A Warrants, which consists of (i) 26,461,038 ordinary shares initially issuable upon the exercise of all of the May 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 May 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 May Notes, which consists of (i) 26,461,038 ordinary shares initially issuable upon conversion of all of the May 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 May Notes were converted on the date they were issued and the interest make-whole payment (as defined in the May 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 May 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 May 144A Warrants are considered to be a Level 3 liability, see Note 5 – Fair Value Measurements for description of the valuation methodology of the May 144A Warrants. The May 144A Warrants were classified as a long-term liability and included in the condensed consolidated balance sheet as of September 30, 2022. During the three months ended September 30, 2022, an additional 553,895 May 144A Warrants were issued in connection with the additional $1.7 million of May Notes issued in-kind from the conversion of $4.8 million of May Notes to equity.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Income tax expense (benefit) w as $0.3 million and $0.6 million for the three months ended September 30, 2022 and 2021, respectively. Income tax expense (benefit) w as $(0.1) million and $0.8 million for the nine months ended September 30, 2022 and 2021, respectively. The effective income tax rate was less than 1.0% in the three and nine months ended September 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)	9 Months Ended
	Sep. 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 September 30, 2022, there were 132,660,683 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 September 30, 2022, as well as May 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 months. Proceeds from the sale of shares will go towards the Company to be used for working capital. No amounts were drawn against the ELOC during any of the periods presented. Private Placement Financing In connection with the issuance of the May Notes, on July 11, 2022, we filed a Registration Statement on Form S-1 with the SEC ( File No. 333-266077) which was declared effective on July 27, 2022, pursuant to which we registered for resale by the investors in our private placement up to 87.6 million ordinary shares, which includes (i) up to 40.3 million ordinary shares issuable upon conversion of the May Notes and (ii) up to 47.3 million ordinary shares issuable upon the exercise of the May 144A Warrants. In August 2022, approximatel y 1.5 million ordinary shares were issued in connection with a partial conversion of the May Notes. See Note 7 - Debt for further details.

Net Income (Loss) per Share

Net Income (Loss) per Share	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Net Income (Loss) per Share	Net Income (Loss) per Share The following is a calculation of basic and diluted 1 net income (loss) per share (in thousands, except for share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Basic and diluted 1 : Net income (loss) $ 12,031 $ (57,972) $ (151,587) $ (153,306) Weighted average ordinary shares outstanding 130,752,092 107,633,037 129,520,792 92,008,435 Basic and diluted 1 net income (loss) per share $ 0.09 $ (0.54) $ (1.17) $ (1.67) 1 Diluted net income (loss) per share excludes the three months ended September 30, 2022. See below for a calculation of the net loss per share on a diluted basis for the three months ended September 30, 2022. Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of the ordinary shares outstanding. For any period prior to the close of the Business Combination in August 11, 2021, we also included outstanding warrants with a $0.01 exercise price to the weighted average number of ordinary shares count. For the nine months ended September 30, 2022 and the three and nine months ended September 30, 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. For the three months ended September 30, 2022, the following table presents the calculation of diluted net loss per share with adjustments to net income and shares outstanding (in thousands, except per share amounts): Numerator: Net income $ 12,031 Adjustment: Change in fair value of May Notes (27,227) Net loss - adjusted $ (15,196) Denominator: Basic weighted-average shares outstanding 130,752,092 Adjustment: Convertible Notes on If-Converted Basis 35,964,730 Options under Treasury Stock Method 3,321,283 RSUs under Treasury Stock Method 1 — Diluted shares outstanding 170,038,105 Diluted loss per share $ (0.09) 1 RSUs under Treasury Stock Method were anti-dilutive and excluded from calculation of diluted loss per share As of September 30, 2022 there were approximately 15.6 million outstanding options and RSUs and 14.1 million of private and public warrants of potentially issuable shares with dilutive effect, as well as May 144A Warrants to purchase approximately 26.5 million ordinary shares and the May Notes described in Note 7 - Debt above. As of September 30, 2021 , there were approximately 12.9 million p

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 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 September 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 (2,030,345) $ 0.66 Forfeited (733,695) $ 3.48 Expired (473,235) $ 2.82 Options outstanding at September 30, 2022 12,144,461 $ 2.11 Options exercisable at September 30, 2022 11,106,668 $ 1.97 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 September 30, 2022, there were 14,693,438 shares authorized for issuance under the 2021 Plan, of which 9,762,747 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 Expired (87,679) $ 15.84 Options outstanding at September 30, 2022 575,576 $ 15.84 Options exercisable at September 30, 2022 155,885 $ 15.84 Restricted Stock Units In 2021, the Company granted restricted RSUs to employees and directors under the 2021 Plan. Each award will vest based on continued service which is generally over a four-year period. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of RSUs was estimated on the date of grant based on the fair value of the Company’s ordinary shares. RSUs activity for the nine months ended September 30, 2022 was as follows : Number of Weighted Average Outstanding at December 31, 2021 4,154,508 $ 6.71 Granted 2,089,743 $ 2.62 Vested (927,693) $ 7.01 Forfeited (961,443) $ 6.65 Outstanding at September 30, 2022 4,355,115 $ 4.70 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. A s of September 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 September 30, 2022, 392,509 ordinary shares have been purchased under the ESPP. The ESPP was suspended on October 7, 2022. All employee payroll withholdings related to the ESPP were reimbursed subsequent to the suspension of the program. The ESPP offering period which commenced on June 1, 2022 was in effect as of September 30, 2022, and the associated expense for the quarter then ended was recorded. 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 income (loss) as follows (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 141 $ 346 $ 816 $ 977 Research and development 2,195 1,340 7,073 3,559 Selling, general and administrative 1,099 469 3,523 1,320 Total stock-based compensation expense $ 3,435 $ 2,155 $ 11,412 $ 5,856 As of September 30, 2022, there was approximately of $24.7 million of total unrecognized stock based compensation expenses related to our equity awards, which is expected to be recognized over a weighted average period o f 1.3 year. 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 September 30, 2022 and $0.1 million for the three months ended September 30, 2021. For the nine months ended September 30, 2022 and 2021, we recognized a total expense of $0.1 million and $0.3 million, respectively in relation to the performance-based options. As of September 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 September 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. 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	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Leases	Leases The weighted average remaining lease term was 4 years for operating leases as of September 30, 2022. The weighted average discount rate was 6.0% for operating leases as of September 30, 2022. The components of operating lease cost for the three and nine months ended September 30, 2022 and 2021, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating Lease Cost: Fixed lease cost $ 430 $ 268 $ 1,215 $ 773 Variable lease cost 65 81 195 200 Total operating lease cost $ 495 $ 349 $ 1,410 $ 973 The supplemental cash flow information related to our operating leases is as follows (in thousands): Nine Months Ended September 30, 2022 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,085 $ 706 Right-of-use assets obtained in exchange of lease obligations: Right-of-use assets obtained in exchange for new operating lease liabilities $ 692 $ 1,981 There are no finance lease liabilities as of September 30, 2022. Maturities of operating lease liabilities as of September 30, 2022, are as follows (in thousands): Operating Leases 2022 (for the remaining period) $ 463 2023 1,542 2024 1,068 2025 978 2026 1,009 Thereafter 329 Total lease obligation $ 5,389 Less: Imputed interest (588) Total lease liabilities $ 4,801 Less: Current lease liabilities (1,464) Total non-current lease liabilities $ 3,337

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 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 September 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 September 30, 2022 and December 31, 2021, we had $12.5 million and $13.6 million, respectively, in contractual obligations for which we have not yet received the services.

Defined Contribution Plan

Defined Contribution Plan	9 Months Ended
	Sep. 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 income (loss). Defined contributions were $0.2 million and $0.2 million for the three months ended September 30, 2022 and 2021, respectively. Defined contributions were $0.7 million and $0.6 million for the nine months ended September 30, 2022 and 2021, respectively.

Supplemental Cash Flow Informat

Supplemental Cash Flow Information	9 Months Ended
	Sep. 30, 2022
Supplemental Cash Flow Elements [Abstract]
Supplemental Cash Flow Information	Supplemental Cash Flow InformationNon-cash operating, investing, and financing activities, and supplemental cash flow information are as follows (in thousands): Nine Months Ended September 30, 2022 2021 Supplemental Cash Flow Information: Cash payments for: Interest paid $ 12,283 $ 465 Income tax paid $ 206 $ 300 Non-cash Operating Activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 692 $ 1,981 Non-cash Investing Activities: Unpaid property and equipment received $ 920 $ 707 Non-cash Financing Activities: Conversion of convertible debt and accrued interest to ordinary shares $ 5,548 $ 181,404 Issuance in-kind of Notes for interest make-whole provision $ 1,706 $ — Unpaid transaction costs $ 574 $ 2,263 Conversion of Legacy Rockley ordinary shares to Rockley ordinary shares $ — $ 206,888 Private Placement Warrants $ — $ 14,304 Public Warrants $ — $ 28,031 Issuance of ordinary shares in lieu of cash payment of transaction costs $ — $ 3,190 Forgiveness of Paycheck Protection Program loan $ — $ 2,860

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On October 3, 2022, the Company issued $12.4 million aggregate original principal amount of senior secured notes due 2022 (the “Bridge Notes”) to (i) raise additional financing of $10.5 million, of which $7.5 million was received by the Company, approximately $1.9 million was applied to pay transaction expenses and the remaining amount of approximately $1.1 million was placed in an escrow account to be released at the direction of the requisite number of noteholders; and (ii) pay certain fees owing to holders of May Notes in an aggregate principal amount of approximately $1.9 million. Dr. Andrew Rickman, the Company’s founder and Chief Executive Officer, invested $0.5 million in Bridge Notes on the same terms as the holders of May Notes, and Dr. Rickman’s participation was separately reviewed and approved by the Company’s Audit Committee and independent members of the Company’s Board of Directors. In connection with the Bridge Note transaction, we also entered into a Forbearance Agreement and obtained a waiver of defaults related to the minimum liquidity covenant in the May Indenture covering the May Notes, and the minimum liquidity covenant was temporarily lowered from $20 million to $5 million. The Bridge Note transaction and related matters are described in greater detail in our Current Report on Form 8-K filed with the SEC on October 3, 2022. On October 25, 2022, the Company (i) sold approximately $90.6 million in aggregate original principal amount of a new series of convertible senior secured notes due 2026 (the "October Notes”) with an initial conversion price of $0.6888 and warrants (the "October 144A Warrants") to purchase approximately 131.6 million ordinary shares at an exercise price of $1.1182 per share, subject to certain anti-dilution adjustments; and (ii) repurchased all of the Bridge Notes in an aggregate original principal amount of approximately $12.4 million and a portion of the May Notes in an aggregate original principal amount of $50.0 million. As a result of the conversion price of the October Notes and the initial exercise price of the October 144A Warrants being less than the initial exercise price of the May Warrants, the exercise price of the May 144A Warrants was reset to $2.80 per share and each May 144A Warrant became entitled to an additional 0.7857 shares upon exercise thereof due to the ratchet antidilution provision. The securities were issued in a private placement in reliance on an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act, and the transactions are described in greater detail in our Current Reports on Form 8-K filed with the SEC on October 25, 2022 and October 31, 2022.

Business and Significant Acco_2

Business and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 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 nine months ended September 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 $552.5 million as of September 30, 2022 and negative cash flow from operations of $117.3 million for the nine months ended September 30, 2022 and expects to incur losses from operations for the foreseeable future. As of September 30, 2022, the Company had cash, cash equivalents and investments of $4.9 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, financial results and overall financial position.
Recently Adopted Accounting Pronouncements And Accounting Pronouncements Issued but Not Yet Adopted	Recently Adopted Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, Modification of Equity Classified Written Call Options , 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. The adoption of the guidance did not have a material effect on the Company's condensed 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. Effective January 1, 2022, the Company adopted ASU 2021-10 on a prospective basis. The Company adopted this standard as of January 1, 2022. Accounting Pronouncements Issued but Not Yet Adopted Other recent accounting pronouncements not yet adopted are not expected to have a material impact on the Company's condensed consolidated financial statements.

Business Combination (Tables)

Business Combination (Tables)	9 Months Ended
	Sep. 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 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

Segment, Geographic, and Sign_2

Segment, Geographic, and Significant Customer Information (Tables)	9 Months Ended
	Sep. 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $ 556 $ 1,537 $ 3,023 $ 5,503 Rest of World — 302 — 302 Total revenue $ 556 $ 1,839 $ 3,023 $ 5,805
Schedules of Concentration of Risk, by Customer	The following tables summarize our most significant customers as of September 30, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and 2021: Revenue Three Months Ended September 30, Nine Months Ended 2022 2021 2022 2021 Customer A 83 % 69 % 91 % 89 % Accounts Receivable September 30, 2022 December 31, 2021 Customer A 42 % 72 %
Schedule of Property, Plant and Equipment	The following table presents property, equipment, finance lease and intangible assets held in the U.S. and internationally in various foreign subsidiaries as of September 30, 2022 and December 31, 2021 (in thousands): As of September 30, 2022 December 31, 2021 United States $ 7,466 $ 8,442 Rest of World 5,136 4,793 Total property, equipment, finance lease and intangible assets $ 12,602 $ 13,235 Property and equipment, net (in thousands) September 30, 2022 December 31, 2021 Computer equipment $ 2,298 $ 1,998 Lab equipment 15,349 13,940 Motor vehicles 31 31 Furniture and fixtures 327 315 Leasehold improvements 1,230 1,230 Assets under construction 656 — Total property and equipment $ 19,891 $ 17,514 Less: accumulated depreciation (11,820) (9,088) Total property and equipment, net $ 8,071 $ 8,426

Equity Method Investment (Table

Equity Method Investment (Tables)	9 Months Ended
	Sep. 30, 2022
Equity Method Investments and Joint Ventures [Abstract]
Summary of Investments	The following table summarizes our investment in HRT for the nine months ended September 30, 2022 (in thousands): Beginning balance, January 1, 2022 $ 4,879 Remeasurement loss on HRT (289) Share of loss of HRT (232) Ending balance, September 30, 2022 $ 4,358

Financial Instruments and Fai_2

Financial Instruments and Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments Measured on A Recurring Basis	The following is a summary of our investments at their cost or amortized cost for the periods ended September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Corporate bonds and commercial paper $ — $ 20,042 U.S. Treasury securities — 24,587 Total investments $ — $ 44,629 The following table summarizes our financial assets measured at fair value on a recurring basis (in thousands): September 30, 2022 Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Cash and cash equivalents $ 4,881 $ 4,881 $ — Total cash, cash equivalents and investments $ 4,881 $ 4,881 $ — 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
Fair Value Measurement On A Recurring Basis And Classified As Level 3	The financial liabilities subject to fair value measurement on a recurring basis and classified as Level 3, were as follows (in thousands): As of September 30, 2022 December 31, 2021 Financial Liabilities Private Placement Warrants $ 18 $ 3,477 2026 Convertible Notes (May Notes) 66,492 — Warrants issued in connection with the 2026 Convertible Notes (May 144A Warrants) 20,811 — Total financial liabilities $ 87,321 $ 3,477 The following table presents the changes in the fair value of the Private Placement Warrants (in thousands): Fair value at December 31, 2021 $ 3,477 Change in fair value $ (3,459) Fair value at September 30, 2022 $ 18
Fair Value Measurement Inputs and Valuation Techniques	At September 30, 2022, the fair value of the outstanding principal of the May Notes was $66.5 million which was measured using a lattice model (which is discussed in further detail below) with the following significant inputs: Fair value per share of ordinary shares, net of 4.0% discount for lack of marketability $ 0.71 Risk-free interest rate 4.19 % Expected volatility 75.0 % Expected term, in years 3.62 Credit spread (bps) 979 Coupon rate (all cash) 9.5 % Coupon rate (cash & payment-in-kind) Cash 5.75 % Payment-in-kind 6.25 % The following key inputs to the Monte Carlo simulation model were used at September 30, 2022 : Fair value per share of ordinary shares, net of 4.0% discount for lack of marketability $ 0.71 Interest rate 3.8 % Expected volatility 74.5 % Initial exercise price $ 5.00 Exercise price floor $ 2.80
Fair Value Measured on Recurring And Nonrecurring Basis	For the nine months ended September 30, 2022, we recorded a change in fair value of $19.6 million from the remeasurement of the May Notes, as follows (in thousands). Fair value at May 27, 2022 $ 50,487 Less: Issuance discount (505) Conversion of May Notes to equity (4,750) Add: Issuance in-kind of May Notes for interest make-whole provision 1,706 Change in fair value 19,554 Fair value at September 30, 2022 $ 66,492 For the nine months ended September 30, 2022, we recorded a change in fair value of $9.9 million from the initial issuance date of the May 144A Warrants, as follows (in thousands). Fair value at, May 27, 2022 $ 31,013 Less: Issuance discount (309) Change in fair value (9,893) Fair value at September 30, 2022 $ 20,811

Balance Sheet Components (Table

Balance Sheet Components (Tables)	9 Months Ended
	Sep. 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: September 30, 2022 December 31, 2021 United Kingdom 22 % 97 % United States 77 % 3 % Other 1 % — %
Schedule of Other Receivables	Other receivables (in thousands) September 30, 2022 December 31, 2021 R&D tax credit receivable 1 $ 47,331 $ 45,632 Grants receivable 559 753 VAT receivable 480 1,073 Other receivable, net 15 4 Total other receivables $ 48,385 $ 47,462 1
Schedule of Property, Plant and Equipment	The following table presents property, equipment, finance lease and intangible assets held in the U.S. and internationally in various foreign subsidiaries as of September 30, 2022 and December 31, 2021 (in thousands): As of September 30, 2022 December 31, 2021 United States $ 7,466 $ 8,442 Rest of World 5,136 4,793 Total property, equipment, finance lease and intangible assets $ 12,602 $ 13,235 Property and equipment, net (in thousands) September 30, 2022 December 31, 2021 Computer equipment $ 2,298 $ 1,998 Lab equipment 15,349 13,940 Motor vehicles 31 31 Furniture and fixtures 327 315 Leasehold improvements 1,230 1,230 Assets under construction 656 — Total property and equipment $ 19,891 $ 17,514 Less: accumulated depreciation (11,820) (9,088) Total property and equipment, net $ 8,071 $ 8,426
Finance Lease, Right-Of-Use Assets	Finance lease right-of-use assets, net (in thousands) September 30, 2022 December 31, 2021 Finance lease right-of-use assets $ 2,966 $ 2,966 Less: accumulated amortization (1,483) (1,205) Total finance lease right-of-use assets, net $ 1,483 $ 1,761
Schedule of Intangible Assets, Net	Intangible assets, net (in thousands) September 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) September 30, 2022 December 31, 2021 Security deposits $ 224 $ 280 Operating right of use assets 4,268 4,577 Prepaid asset, net of current portion 5,477 2,826 Total other non-current assets $ 9,969 $ 7,683
Schedule of Accrued Expenses	Accrued expenses (in thousands) September 30, 2022 December 31, 2021 Accrued bonus $ 4,974 $ 7,546 Accrued fabrication costs 2,605 3,110 Accrued payroll and benefits 2,280 2,750 Accrued interest expense 1,250 146 Accrued restructuring charges 955 — Accrued taxes (taxes receivable) (46) 439 Accrued transaction costs — 1,004 Other accrued expenses 3,849 2,365 Total accrued expenses $ 15,867 $ 17,360

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of Long-term Debt And Future Principal Payments	The following table summarizes information relating to our debt, (in thousands): September 30, 2022 Principal Change in Fair Value Adjustment Conversion of Debt Adjustment Interest 1 Cash Payment Net 2026 Convertible Notes (May Notes) $ 81,500 $ (11,964) $ (4,750) $ 1,706 $ — $ 66,492 2020 Term Facility Loan 33,949 6,234 (13,003) 10,123 (37,303) — Total long-term debt $ 115,449 $ (5,730) $ (17,753) $ 11,829 $ (37,303) $ 66,492 Less: current portion of long-term debt — Long-term debt, net of current portion $ 66,492 1 Interest from the May Notes relates to the issuance in-kind of May Notes for the interest make-whole provision upon conversion of May Notes to equity in the fiscal quarter ended September 30, 2022. Interest from the 2020 Term Facility relates to the imputed interest of the payment arrangement in place upon the close of the Business Combination in August 2021. 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 our aggregate future principal debt maturities as of September 30, 2022 (in thousands): Year Ending December 31, 2022 (for the remaining three months) $ — 2023 — 2024 — 2025 — 2026 78,456 Total aggregate future principal payments $ 78,456

Net Income (Loss) per Share (Ta

Net Income (Loss) per Share (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Schedule of Net Loss Per Share, Basic and Diluted	The following is a calculation of basic and diluted 1 net income (loss) per share (in thousands, except for share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Basic and diluted 1 : Net income (loss) $ 12,031 $ (57,972) $ (151,587) $ (153,306) Weighted average ordinary shares outstanding 130,752,092 107,633,037 129,520,792 92,008,435 Basic and diluted 1 net income (loss) per share $ 0.09 $ (0.54) $ (1.17) $ (1.67) 1 Diluted net income (loss) per share excludes the three months ended September 30, 2022. See below for a calculation of the net loss per share on a diluted basis for the three months ended September 30, 2022. Numerator: Net income $ 12,031 Adjustment: Change in fair value of May Notes (27,227) Net loss - adjusted $ (15,196) Denominator: Basic weighted-average shares outstanding 130,752,092 Adjustment: Convertible Notes on If-Converted Basis 35,964,730 Options under Treasury Stock Method 3,321,283 RSUs under Treasury Stock Method 1 — Diluted shares outstanding 170,038,105 Diluted loss per share $ (0.09) 1 RSUs under Treasury Stock Method were anti-dilutive and excluded from calculation of diluted loss per share

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 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 (2,030,345) $ 0.66 Forfeited (733,695) $ 3.48 Expired (473,235) $ 2.82 Options outstanding at September 30, 2022 12,144,461 $ 2.11 Options exercisable at September 30, 2022 11,106,668 $ 1.97 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 Expired (87,679) $ 15.84 Options outstanding at September 30, 2022 575,576 $ 15.84 Options exercisable at September 30, 2022 155,885 $ 15.84
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity	RSUs activity for the nine months ended September 30, 2022 was as follows : Number of Weighted Average Outstanding at December 31, 2021 4,154,508 $ 6.71 Granted 2,089,743 $ 2.62 Vested (927,693) $ 7.01 Forfeited (961,443) $ 6.65 Outstanding at September 30, 2022 4,355,115 $ 4.70
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 income (loss) as follows (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 141 $ 346 $ 816 $ 977 Research and development 2,195 1,340 7,073 3,559 Selling, general and administrative 1,099 469 3,523 1,320 Total stock-based compensation expense $ 3,435 $ 2,155 $ 11,412 $ 5,856

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Summary of Operating Lease Information	The components of operating lease cost for the three and nine months ended September 30, 2022 and 2021, were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating Lease Cost: Fixed lease cost $ 430 $ 268 $ 1,215 $ 773 Variable lease cost 65 81 195 200 Total operating lease cost $ 495 $ 349 $ 1,410 $ 973 The supplemental cash flow information related to our operating leases is as follows (in thousands): Nine Months Ended September 30, 2022 2021 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,085 $ 706 Right-of-use assets obtained in exchange of lease obligations: Right-of-use assets obtained in exchange for new operating lease liabilities $ 692 $ 1,981
Schedule of Maturity of Operating Lease Liabilities	Maturities of operating lease liabilities as of September 30, 2022, are as follows (in thousands): Operating Leases 2022 (for the remaining period) $ 463 2023 1,542 2024 1,068 2025 978 2026 1,009 Thereafter 329 Total lease obligation $ 5,389 Less: Imputed interest (588) Total lease liabilities $ 4,801 Less: Current lease liabilities (1,464) Total non-current lease liabilities $ 3,337

Supplemental Cash Flow Inform_2

Supplemental Cash Flow Information (Tables)	9 Months Ended
	Sep. 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): Nine Months Ended September 30, 2022 2021 Supplemental Cash Flow Information: Cash payments for: Interest paid $ 12,283 $ 465 Income tax paid $ 206 $ 300 Non-cash Operating Activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 692 $ 1,981 Non-cash Investing Activities: Unpaid property and equipment received $ 920 $ 707 Non-cash Financing Activities: Conversion of convertible debt and accrued interest to ordinary shares $ 5,548 $ 181,404 Issuance in-kind of Notes for interest make-whole provision $ 1,706 $ — Unpaid transaction costs $ 574 $ 2,263 Conversion of Legacy Rockley ordinary shares to Rockley ordinary shares $ — $ 206,888 Private Placement Warrants $ — $ 14,304 Public Warrants $ — $ 28,031 Issuance of ordinary shares in lieu of cash payment of transaction costs $ — $ 3,190 Forgiveness of Paycheck Protection Program loan $ — $ 2,860

Business and Significant Acco_3

Business and Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	Aug. 11, 2021	Sep. 30, 2022	Sep. 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		$ 552,483		$ 400,896
Net cash used in operating activities		117,309	$ 91,902
Cash and short-term investments		$ 4,900

Business Combination - Narrativ

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

Business Combination - Summary

Business Combination - Summary of Proceeds from Business Combination (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 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	Sep. 30, 2022	Dec. 31, 2021	Aug. 10, 2021
Business Acquisition [Line Items]
Ordinary shares outstanding (in shares)	126,675,000	132,660,683	127,860,639
PIPE investors (in shares)	10,000,000
Shares issued, price per share (in dollars per share)	$ 10
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
Legacy Rockley
Business Acquisition [Line Items]
Ordinary shares outstanding (in shares)				104,016,000

Segment, Geographic, and Sign_3

Segment, Geographic, and Significant Customer Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 556	$ 1,839	$ 3,023	$ 5,805
Total revenue	556	1,839	3,023	5,805
United States
Disaggregation of Revenue [Line Items]
Total revenue	556	1,537	3,023	5,503
Rest of World
Disaggregation of Revenue [Line Items]
Total revenue	$ 0	$ 302	$ 0	$ 302

Segment, Geographic, and Sign_4

Segment, Geographic, and Significant Customer Information - Schedules of Concentration of Risk, by Customer (Details) - Customer A - Customer Concentration Risk	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Revenue
Concentration Risk [Line Items]
Concentration risk	83%	69%	91%	89%
Accounts Receivable
Concentration Risk [Line Items]
Concentration risk			42%		72%

Segment, Geographic, and Sign_5

Segment, Geographic, and Significant Customer Information - Schedule of Property, Plant and Equipment (Details) (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property, equipment, finance lease and intangible assets	$ 12,602	$ 13,235
United States
Property, Plant and Equipment [Line Items]
Total property, equipment, finance lease and intangible assets	7,466	8,442
Rest of World
Property, Plant and Equipment [Line Items]
Total property, equipment, finance lease and intangible assets	$ 5,136	$ 4,793

Equity Method Investment (Detai

Equity Method Investment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Equity Method Investment
Beginning balance, January 1, 2022			$ 4,879
Share of loss of HRT	$ (270)	$ 40	(232)	$ (720)
Ending balance, September 30, 2022	$ 4,358		$ 4,358
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 loss on HRT			(289)
Share of loss of HRT			(232)
Ending balance, September 30, 2022	$ 4,358		$ 4,358

Financial Instruments and Fai_3

Financial Instruments and Fair Value Measurements - Investments Measured At Cost or Amortized Value (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	$ 0	$ 44,629
Corporate bonds and commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	0	20,042
U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments	$ 0	$ 24,587

Financial Instruments and Fai_4

Financial Instruments and Fair Value Measurements - Fair Value, Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 4,881	$ 36,786
Total cash, cash equivalents and investments	4,881	81,410
Corporate bonds and commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		20,037
U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		24,587
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	4,881	36,786
Total cash, cash equivalents and investments	4,881	61,373
Level 1 | Corporate bonds and commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		0
Level 1 | U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		24,587
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	0	0
Total cash, 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		20,037
Level 2 | U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total investments		$ 0

Financial Instruments and Fai_5

Financial Instruments and Fair Value Measurements - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 20,829	$ 3,477
2026 Convertible Notes (May Notes)	66,492	0
Total financial liabilities	87,321	3,477
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	18	3,477
Note Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 20,811	$ 0

Financial Instruments and Fai_6

Financial Instruments and Fair Value Measurements - Change In Fair Value Of Debt In Connection With The Initial Issuance (Details) - USD ($) $ in Thousands	3 Months Ended		4 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Conversion of May Notes to equity			$ (4,750)
Issuance in-kind of May Notes for interest make-whole provision			1,706
Change in fair value	$ 27,227	$ (14,255)		$ (20,352)	$ (59,916)
Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance discount			(505)
Change in fair value			19,554	(19,600)
Ending balance	66,492		66,492	66,492
144A Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance discount			309
Change in fair value			9,893	(9,900)
Ending balance	20,811		20,811	20,811
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance				3,477
Change in fair value				(3,459)
Ending balance	$ 18		$ 18	$ 18

Financial Instruments and Fai_7

Financial Instruments and Fair Value Measurements - Narrative (Details) $ in Thousands, shares in Millions	9 Months Ended
	Sep. 30, 2022 USD ($)	May 27, 2022 USD ($) shares
Debt Instrument [Line Items]
Outstanding balance	$ 78,500
144A Warrants
Debt Instrument [Line Items]
Private placement warrants, fair value	$ 20,811	$ 31,013
Convertible Debt And Warrants | 2026 Convertible Notes
Debt Instrument [Line Items]
Aggregate principal amount of convertible notes		$ 81,500
Shares purchased (in shares) | shares		26.5
Debt conversion ratio	0.3246753

Financial Instruments and Fai_8

Financial Instruments and Fair Value Measurements - Measurement Input (Details) $ in Thousands	Sep. 30, 2022 USD ($) $ / shares yr	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
2026 Convertible Notes (May Notes) | $	$ 66,492	$ 0
Fair value per share of ordinary shares, net of 4.0% discount for lack of marketability | Convertible Notes
Debt Instrument [Line Items]
Measurement input	0.71
Fair value per share of ordinary shares, net of 4.0% discount for lack of marketability | 144A Warrants
Debt Instrument [Line Items]
Measurement input	0.71
Risk-free interest rate | Convertible Notes
Debt Instrument [Line Items]
Measurement input	0.0419
Risk-free interest rate | 144A Warrants
Debt Instrument [Line Items]
Measurement input	0.038
Expected volatility | Convertible Notes
Debt Instrument [Line Items]
Measurement input	0.750
Expected volatility | 144A Warrants
Debt Instrument [Line Items]
Measurement input	0.745
Expected term, in years | Convertible Notes
Debt Instrument [Line Items]
Measurement input | yr	3.62
Credit spread (bps) | Convertible Notes
Debt Instrument [Line Items]
Measurement input	979
Coupon rate (all cash) | Convertible Notes
Debt Instrument [Line Items]
Measurement input	0.095
Initial exercise price | 144A Warrants
Debt Instrument [Line Items]
Measurement input	5
Exercise price floor | 144A Warrants
Debt Instrument [Line Items]
Measurement input	2.80
Cash | Convertible Notes
Debt Instrument [Line Items]
Measurement input	0.0575
Payment-in-kind | Convertible Notes
Debt Instrument [Line Items]
Measurement input	0.0625
Measurement Input, Discount for Lack of Marketability | Convertible Notes
Debt Instrument [Line Items]
Measurement input	0.040

Balance Sheet Components - Cash

Balance Sheet Components - Cash and Cash Equivalents (Details) - Cash and Cash Equivalents - Geographic Concentration Risk	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
United Kingdom
Cash and Cash Equivalents [Line Items]
Concentration risk	22%	97%
United States
Cash and Cash Equivalents [Line Items]
Concentration risk	77%	3%
Other
Cash and Cash Equivalents [Line Items]
Concentration risk	1%	0%

Balance Sheet Components - Othe

Balance Sheet Components - Other Receivables (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
R&D tax credit receivable	$ 47,331	$ 45,632
Grants receivable	559	753
VAT receivable	480	1,073
Other receivable, net	15	4
Total other receivables	$ 48,385	$ 47,462

Balance Sheet Components - Long

Balance Sheet Components - Long Lived Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 19,891		$ 19,891		$ 17,514
Less: accumulated depreciation	(11,820)		(11,820)		(9,088)
Total property and equipment, net	8,071		8,071		8,426
Depreciation expense	1,500	$ 1,200	4,400	$ 3,000
Computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	2,298		2,298		1,998
Lab equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	15,349		15,349		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	327		327		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	$ 656		$ 656		$ 0

Balance Sheet Components - Narr

Balance Sheet Components - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation expense	$ 1,500,000	$ 1,200,000	$ 4,400,000	$ 3,000,000
Amortization expense	100,000	100,000	300,000	300,000
Restructuring charge	1,000,000
Impairment charges	$ 0	$ 0	$ 0	$ 0

Balance Sheet Components - Fina

Balance Sheet Components - Finance Lease, Right-Of-Use Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Finance lease right-of-use assets	$ 2,966	$ 2,966
Less: accumulated amortization	(1,483)	(1,205)
Total finance lease right-of-use assets, net	$ 1,483	$ 1,761
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net	Property and equipment, net

Balance Sheet Components - Inta

Balance Sheet Components - Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Indefinite-lived Intangible Assets [Line Items]
Total intangible assets, net	$ 3,048	$ 3,048
In-process research and development
Indefinite-lived Intangible Assets [Line Items]
Total intangible assets, net	$ 3,048	$ 3,048

Balance Sheet Components - Sche

Balance Sheet Components - Schedule of Other Non-current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Security deposits	$ 224	$ 280
Operating right of use assets	4,268	4,577
Prepaid asset, net of current portion	5,477	2,826
Total other non-current assets	$ 9,969	$ 7,683
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Total other non-current assets	Total other non-current assets

Balance Sheet Components - Sc_2

Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued bonus	$ 4,974	$ 7,546
Accrued fabrication costs	2,605	3,110
Accrued payroll and benefits	2,280	2,750
Accrued interest expense	1,250	146
Accrued restructuring charges	955	0
Accrued taxes (taxes receivable)	(46)
Accrued taxes (taxes receivable)		439
Accrued transaction costs	0	1,004
Other accrued expenses	3,849	2,365
Total accrued expenses	$ 15,867	$ 17,360

Debt - Summary of Convertible N

Debt - Summary of Convertible Notes And Term Facility Loan (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Principal	$ 115,449	$ 115,449
Change in Fair Value Adjustment	(5,730)	(5,730)
Conversion of Debt Adjustment		(17,753)
Interest		11,829
Cash Payment		(37,303)
Total long-term debt	66,492	66,492
Less: current portion of long-term debt	0	0		$ (26,312)
Long-term debt, net of current portion	66,492	66,492		0
Convertible Notes
Debt Instrument [Line Items]
Principal	81,500	81,500
Term Loan
Debt Instrument [Line Items]
Principal	33,949	33,949		33,949
Change in Fair Value Adjustment	6,234	6,234		6,234
Conversion of Debt Adjustment		(13,003)		(13,003)
Interest		10,123		4,132
Cash Payment		(37,303)		(5,000)
Total long-term debt	0	0		$ 26,312
2026 Convertible Notes
Debt Instrument [Line Items]
Principal	81,500	81,500
Change in Fair Value Adjustment	(11,964)	(11,964)
Conversion of Debt Adjustment	(4,800)	(4,750)
Interest	1,700	1,706	$ 0
Cash Payment		0
Total long-term debt	$ 66,492	$ 66,492

Debt - Summary of Term Facility

Debt - Summary of Term Facility Loan (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Principal	$ 115,449
Change in Fair Value Adjustment	(5,730)
Conversion of Debt Adjustment	(17,753)
Interest	11,829
Repayments of Lines of Credit	(37,303)
Total long-term debt	66,492
Less: current portion of long-term debt	0	$ (26,312)
Long-term debt, net of current portion	66,492	0
Term Loan
Debt Instrument [Line Items]
Principal	33,949	33,949
Change in Fair Value Adjustment	6,234	6,234
Conversion of Debt Adjustment	(13,003)	(13,003)
Interest	10,123	4,132
Repayments of Lines of Credit	(37,303)	(5,000)
Total long-term debt	$ 0	$ 26,312

Debt - Schedule of Minimum Paym

Debt - Schedule of Minimum Payments (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Debt Disclosure [Abstract]
2022 (for the remaining three months)	$ 0
2023	0
2024	0
2025	0
2026	78,456
Total aggregate future principal payments	$ 78,456

Debt - Narrative (Details)

Debt - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended			9 Months Ended		12 Months Ended
	May 27, 2022	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jul. 11, 2022
Debt Instrument [Line Items]
Principal payments on long-term debt					$ 26,311	$ 0
Change in fair value of debt instruments		$ 27,227		$ (14,255)	$ (20,352)	(59,916)
Warrants outstanding (in shares)		14,074,986			14,074,986
Warrants outstanding, exercise price (in USD per share)								$ 5
Conversion of Debt Adjustment					$ 17,753
Conversion of convertible notes to ordinary shares		$ 5,548		181,404
Interest					11,829
Ordinary Shares and Additional Paid-in Capital
Debt Instrument [Line Items]
Conversion of convertible notes to ordinary shares		5,548		$ 181,404
144A Warrants
Debt Instrument [Line Items]
Warrants outstanding (in shares)								47,251,857
144A Warrants, Initial Exercise
Debt Instrument [Line Items]
Warrants outstanding (in shares)								26,461,038
Warrants outstanding, exercise price (in USD per share)								$ 5
144A Warrants, Additional Exercise
Debt Instrument [Line Items]
Warrants outstanding (in shares)								20,790,819
Warrants outstanding, exercise price (in USD per share)								$ 2.80
2026 Convertible Notes
Debt Instrument [Line Items]
Shares issuable (in shares)								13,855,000
2026 Convertible Notes
Debt Instrument [Line Items]
Conversion of Debt Adjustment		4,800			4,750
Interest		1,700			1,706	$ 0
2026 Convertible Notes | Convertible Debt And Warrants
Debt Instrument [Line Items]
Aggregate principal amount of convertible notes	$ 81,500
Shares purchased (in shares)	26,500,000
Stated percentage	9.50%
Debt instrument, interest rate two, if circumstances met	12%
Debt instrument, interest rate two, if circumstances met, cash	5.75%
Debt instrument, interest rate two, if circumstances met, payment in kind	6.25%
Conversion price (in USD per share)	$ 3.08
Percentage of share price which exceeds conversion price	250%
Number of trading days sales price exceeds conversion price	20 years
Net proceeds	$ 80,700
Purchase discount	1%
Transactions costs		$ 11,500			11,500
2020 Term Loan Facility | Term Loan
Debt Instrument [Line Items]
Principal payments on long-term debt	$ 32,300
Term Loan
Debt Instrument [Line Items]
Conversion of Debt Adjustment					13,003		$ 13,003
Interest					$ 10,123		$ 4,132
Term Loan | 2020 Term Facility Loan
Debt Instrument [Line Items]
Principal payments on long-term debt			$ 37,300

Warrants (Details)

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Jul. 11, 2022	May 27, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	14,074,986	14,074,986
Warrant liabilities	$ 20,829	$ 20,829				$ 3,477
Class of warrant contractual term	10 years	10 years
Warrants outstanding, exercise price (in USD per share)				$ 5
Interest		$ 11,829
Conversion of Debt Adjustment		17,753
144A Warrants
Class of Warrant or Right [Line Items]
Private placement warrants, fair value	$ 20,811	20,811			$ 31,013
Convertible Notes
Class of Warrant or Right [Line Items]
Private placement warrants, fair value	$ 66,492	66,492			$ 50,487
2026 Convertible Notes
Class of Warrant or Right [Line Items]
Warrants issued (in shares)	553,895
Interest	$ 1,700	1,706	$ 0
Conversion of Debt Adjustment	$ 4,800	$ 4,750
2026 Convertible Notes
Class of Warrant or Right [Line Items]
Shares issuable (in shares)				13,855,000
2026 Convertible Notes | Convertible Notes
Class of Warrant or Right [Line Items]
Shares issuable (in shares)				40,316,038
Minimum
Class of Warrant or Right [Line Items]
Warrants outstanding, exercise price (in USD per share)				$ 2.80
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	8,625,000	8,625,000
Warrant liabilities	$ 28,000	$ 28,000
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	5,450,000	5,450,000
Warrant liabilities	$ 20	$ 20
144A Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				47,251,857
144A Warrants, Initial Exercise
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				26,461,038
Warrants outstanding, exercise price (in USD per share)				$ 5
144A Warrants, Additional Exercise
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				20,790,819
Warrants outstanding, exercise price (in USD per share)				$ 2.80
2026 Convertible Notes
Class of Warrant or Right [Line Items]
Warrants outstanding, exercise price (in USD per share)				$ 3.08

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 270	$ 598	$ (67)	$ 808
Effective income tax rate, percent (less than)	1%	1%	1%	1%

Shareholders_ Equity (Deficit)

Shareholders’ Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 11, 2022	Aug. 11, 2021	Oct. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Equity [Abstract]
Ordinary shares authorized (in shares)				12,443,961,038		12,443,961,038	12,417,500,000
Ordinary shares, par value (in dollars per share)				$ 0.000004		$ 0.000004	$ 0.000004
Ordinary shares issued (in shares)				132,660,683		132,660,683	127,860,639
Ordinary shares outstanding (in shares)		126,675,000		132,660,683		132,660,683	127,860,639
Warrants outstanding (in shares)				14,074,986		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
Conversion of convertible notes to ordinary shares (in shares)				1,542,206
Ordinary Shares
Class of Stock [Line Items]
Conversion of convertible notes to ordinary shares (in shares)				1,500,000	15,896,210
144A Warrants
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)						26,500,000
Private Placement Warrants
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
Shares sold in private placement	87,600,000
Private Placement Warrants | Convertible Notes
Class of Stock [Line Items]
Shares sold in private placement	40,300,000
Private Placement Warrants | Warrants
Class of Stock [Line Items]
Shares sold in private placement	47,300,000

Net Income (Loss) per Share - N

Net Income (Loss) per Share - Net Loss Available to Ordinary Shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Jul. 11, 2022	Aug. 10, 2021
Class of Warrant or Right [Line Items]
Net income (loss)	$ 12,031	$ (121,837)	$ (41,781)	$ (57,972)	$ (30,557)	$ (64,777)	$ (151,587)	$ (153,306)
Change in fair value of debt instruments	$ (27,227)
Weighted average ordinary shares outstanding, basic (in shares)	130,752,092			107,633,037			129,520,792	92,008,435
Weighted average ordinary shares outstanding, diluted (in shares)	170,038,105			107,633,037			129,520,792	92,008,435
Basic net income (loss) per share (in USD per share)	$ 0.09			$ (0.54)			$ (1.17)	$ (1.67)
Diluted net income (loss) per share (in USD per share)	$ (0.09)			$ (0.54)			$ (1.17)	$ (1.67)
Warrants outstanding, exercise price (in USD per share)									$ 5
Net income (loss), diluted	$ (15,196)
Convertible Notes on If-Converted Basis	35,964,730
Options under Treasury Stock Method	3,321,283
RSUs under Treasury Stock Method1	0
Antidilutive securities (in shares)								12,900,000
Options and RSUs
Class of Warrant or Right [Line Items]
Antidilutive securities (in shares)							15,600,000
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 USD per share)										$ 0.01

Net Income (Loss) per Share - S

Net Income (Loss) per Share - Summary of Anti-dilutive Securities (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jul. 11, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Warrants outstanding (in shares)	14,074,986
Warrants outstanding, exercise price (in USD per share)			$ 5
Antidilutive securities (in shares)		12,900,000
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	14,100,000
Options and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	15,600,000
Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	26,500,000

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) - USD ($)		3 Months Ended		9 Months Ended
	Aug. 11, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 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		$ 24,700,000		$ 24,700,000
Total stock-based compensation expense		$ 3,435,000	$ 2,155,000	11,412,000	$ 5,856,000
Unrecognized compensation expense						$ 900,000
Payment of share-based compensation				$ 200,000
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	$ 18,100,000
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)		9,762,747		9,762,747
Number of shares authorized (in shares)		14,693,438		14,693,438
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				4 years
Awards granted (in shares)				2,089,743
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
Shares purchased (in shares)				392,509
Performance Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense		$ 0	$ 100,000	$ 100,000	$ 300,000
Awards granted (in shares)				0

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Option Activity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022
Number of Options Outstanding
Expired (in shares)	(473,235)
Average Exercise Price Per Share
Expired (in dollars per share)	$ 2.82
2013 Plan
Number of Options Outstanding
Beginning balance (in shares)	15,381,736
Granted (in shares)	0
Exercised (in shares)	(2,030,345)
Forfeited (in shares)	(733,695)
Ending balance (in shares)	12,144,461
Options exercisable (in shares)	11,106,668
Average Exercise Price Per Share
Beginning balance (in dollars per share)	$ 2
Granted (in dollars per share)	0
Exercised (in dollars per share)	0.66
Forfeited (in dollars per share)	3.48
Ending balance (in dollars per share)	2.11
Options exercisable (in dollars per share)	$ 1.97
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)
Expired (in shares)	(87,679)
Ending balance (in shares)	575,576
Options exercisable (in shares)	155,885
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
Expired (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	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Awards Outstanding
Outstanding, beginning balance (in shares) | shares	4,154,508
Granted (in shares) | shares	2,089,743
Vested (in shares) | shares	(927,693)
Forfeited (in shares) | shares	(961,443)
Outstanding, ending balance (in shares) | shares	4,355,115
Weighted Average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share) | $ / shares	$ 6.71
Granted (in dollars per share) | $ / shares	2.62
Vested (in dollars per share) | $ / shares	7.01
Forfeited (in dollars per share) | $ / shares	6.65
Outstanding, ending balance (in dollars per share) | $ / shares	$ 4.70

Stock-Based Compensation - St_2

Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 3,435	$ 2,155	$ 11,412	$ 5,856
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	141	346	816	977
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	2,195	1,340	7,073	3,559
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 1,099	$ 469	$ 3,523	$ 1,320

Leases - Summary of Operating L

Leases - Summary of Operating Lease Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 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	$ 430	$ 268	$ 1,215	$ 773
Variable lease cost	65	81	195	200
Total operating lease cost	$ 495	$ 349	1,410	973
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases			1,085	706
Right-of-use assets obtained in exchange of lease obligations:
Right-of-use assets obtained in exchange for new operating lease liabilities			$ 692	$ 1,981

Leases - Schedule of Maturities

Leases - Schedule of Maturities of Operating Leases (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
2022 (for the remaining period)	$ 463
2023	1,542
2024	1,068
2025	978
2026	1,009
Thereafter	329
Total lease obligation	5,389
Less: Imputed interest	(588)
Total lease liabilities	4,801
Less: Current lease liabilities	(1,464)
Total non-current lease liabilities	$ 3,337
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Contractual obligations	$ 12.5	$ 13.6

Defined Contribution Plan (Deta

Defined Contribution Plan (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Retirement Benefits [Abstract]
Defined contribution plan, employer contributions	$ 0.2	$ 0.2	$ 0.7	$ 0.6

Supplemental Cash Flow Inform_3

Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Cash payments for:
Interest paid		$ 12,283	$ 465
Income tax paid		206	300
Non-cash Operating Activities:
Right-of-use assets obtained in exchange for new operating lease liabilities		692	1,981
Non-cash Investing Activities:
Unpaid property and equipment received		920	707
Non-cash Financing Activities:
Conversion of convertible debt and accrued interest to ordinary shares		5,548	181,404
Cash and Cash Equivalents [Line Items]
Issuance in-kind of Notes for interest make-whole provision		11,829
Unpaid transaction costs		574	2,263
Conversion of Legacy Rockley ordinary shares to Rockley ordinary shares		0	206,888
Private Placement Warrants		0	14,304
Public Warrants		0	28,031
Issuance of ordinary shares in lieu of cash payment of transaction costs		0	3,190
Forgiveness of Paycheck Protection Program loan		0	2,860
2026 Convertible Notes
Cash and Cash Equivalents [Line Items]
Issuance in-kind of Notes for interest make-whole provision	$ 1,700	$ 1,706	$ 0

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended
	Oct. 25, 2022	Oct. 03, 2022	Sep. 30, 2022	Sep. 30, 2021	Oct. 02, 2022	Jul. 11, 2022
Subsequent Event [Line Items]
Warrants outstanding, exercise price (in USD per share)						$ 5
Payments of Debt Issuance Costs			$ 0	$ 383
Subsequent Event | Bridge Notes
Subsequent Event [Line Items]
Payments to Acquire Investments		$ 500
Subsequent Event | Senior Notes
Subsequent Event [Line Items]
Aggregate original principal		12,400
Company proceeds from debt issuance		10,500
Debt instrument, covenant, liquidity		5,000			$ 20,000
Subsequent Event | Senior Notes, Proceeds Received By Company
Subsequent Event [Line Items]
Company proceeds from debt issuance		7,500
Subsequent Event | Senior Notes, Proceeds Used To Pay Transaction Expenses
Subsequent Event [Line Items]
Company proceeds from debt issuance		1,900
Subsequent Event | Convertible Notes
Subsequent Event [Line Items]
Aggregate original principal	$ 90,600
Payments of Debt Issuance Costs		1,900
Subsequent Event | Convertible Notes | October Notes
Subsequent Event [Line Items]
Conversion price (in USD per share)	$ 0.6888
Subsequent Event | Convertible Notes | 144A Warrants
Subsequent Event [Line Items]
Warrants outstanding, exercise price (in USD per share)	$ 1.1182
Additional shares entitled (in USD per share)	0.7857
Class Of Warrant Or Right, Value Of Warrants Issued	$ 131,600
Subsequent Event | Convertible Notes | Bridge Notes
Subsequent Event [Line Items]
Aggregate original principal	12,400
Subsequent Event | Convertible Notes | May Notes
Subsequent Event [Line Items]
Aggregate original principal	$ 50,000
Subsequent Event | Convertible Notes | May 144A Warrants
Subsequent Event [Line Items]
Warrants outstanding, exercise price (in USD per share)	$ 2.80
Subsequent Event | Senior Notes, Proceeds Used To Pay Fees
Subsequent Event [Line Items]
Company proceeds from debt issuance		$ 1,100