UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~March 2410, 2023

____________________________

Rockley Photonics Holdings Limited

(Exact name of registrant as specified in its charter)

____________________________

Cayman Islands

001-40735

98-1644526

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(I.R.S. Employer

Identification No.)

Cayman Islands

001-40735

98-1644526

3rd Floor 1 Ashley Road Altrincham, Cheshire United Kingdom

WA14 2DT

(State or other jurisdictionof incorporation)

(Commission File Number)

(I.R.S. EmployerIdentification No.)

(Address of principal executive offices)

(Zip Code)

3rd Floor 1 Ashley RoadAltrincham, CheshireUnited Kingdom(Address of principal executive offices)

WA14 2DT(Zip Code)

+44 (0) 1865 292017

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	~~Trading Symbol(s)~~	Name of each exchangeon which registered	~~Name of each exchange on which registered~~
Ordinary shares, $0.000004026575398 par value per share	RKLY	~~RKLY~~	The New York Stock Exchange	~~The New York Stock Exchange~~
Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share	RKLY.WS	~~RKLY.WS~~	The New York Stock Exchange	~~The New York Stock Exchange~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.03 . Bankruptcy or Receivership.

~~Voluntary~~As ~~Petition~~previously disclosed, on January 23, 2023, Rockley Photonics Holdings Limited (the “Company”) filed a voluntary petition for ~~Reorganization~~relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) to implement a “pre-packaged” plan of reorganization (the “Plan”) in order to facilitate the restructuring of the Company.

AsConfirmation ~~previously disclosed, on January 23, 2023, Rockley Photonics Holdings Limited (the “Company”) filed a voluntary petition for relief under chapter 11~~ of ~~title~~Plan ~~11 (the “Chapter 11 Case”)~~ of ~~the~~Reorganization United States Code in the United States Bankruptcy Court for the Southern District of New York. On January 24, 2023, the Company filed a petition (the “Cayman Petition”) with the Grand Court of the Cayman Islands (the “Cayman Grand Court”) seeking the appointment of joint restructuring officers who will advise the Company in order to facilitate the restructuring transactions to be effectuated in connection with the Chapter 11 Case.

~~The~~On ~~Company~~March 10, ~~cautions~~2023, ~~that trading in~~ the ~~Company’s~~Bankruptcy ~~securities~~Court ~~(including,~~entered ~~without limitation,~~ its ~~common~~Order ~~stock~~(i) approving ~~during~~ the ~~pendency~~adequacy of the ~~Chapter~~Company’s 11disclosure ~~Case~~statement; isand ~~highly~~(ii) confirming ~~speculative~~the ~~and~~Revised ~~poses~~Second ~~substantial~~Amended ~~risks.~~Prepackaged ~~Trading~~Chapter ~~prices~~11 ~~for~~Plan of Reorganization of the Company’s ~~securities~~(the ~~may~~“Confirmation ~~bear~~Order”), ~~little~~attached orhereto noas ~~relationship~~Exhibit 2.1, toby ~~the~~which ~~actual~~it ~~recovery,~~confirmed ifthe ~~any,~~Plan byof ~~holders~~Reorganization. ofThe ~~the~~Plan ~~Company’s~~became ~~securities~~effective inon ~~the~~March 14, ~~Chapter~~2023 11(the ~~Case~~“Effective Date”).

~~Additional~~Item information about the Chapter 11 Case, court filings and other documents related to the Chapter 11 Case are available on a website administered by the Company’s claims and noticing agent, Kroll Restructuring Administration LLC, at https://cases3.ra03.~~kroll.com/RockleyPhotonics. The~~ ~~information~~Material onModification ~~this~~to ~~website~~Rights ~~is not incorporated by reference into, and does not constitute part~~ of, ~~this~~Security ~~Form 8-K~~Holders.

~~Item~~Pursuant 7to the Plan, after the Effective Date, the Company will liquidate pursuant to Cayman Islands law.01 Holders of existing equity interests in the Company will receive or retain any distribution or property on account of such equity interests. ~~Regulation~~ FDIn ~~Disclosure~~connection with the liquidation, the Company expects to file a Form 15 with the Securities and Exchange Commission to terminate the registration of its ordinary shares. Thereafter, the Company’s reporting obligations under the Securities Exchange Act of 1934, as amended shall be terminated.

InItem ~~connection~~5.02. ~~with~~Departure ~~the~~of ~~Cayman~~Directors ~~Petition,~~or ~~the~~Certain ~~Company~~Officers; ~~filed~~Election ~~unaudited,~~of ~~unconsolidated~~Directors; ~~management~~Appointment ~~accounts~~of ~~for~~Certain ~~the~~Officers; ~~Company~~Compensatory ~~for~~Arrangement ~~the~~of ~~month~~Certain ~~ending November 30, 2022 with the Cayman Grand Court (the “November Management Accounts”)~~Officers.

~~The~~Effective ~~November~~March 17, ~~Management~~2023, ~~Accounts~~Chad ~~are~~Becker ~~based~~resigned ~~solely~~as onChief ~~information~~Financial ~~available~~Officer toof the Company. asMr. Becker’s ofresignation ~~the~~was ~~date~~not ~~thereof~~in ~~are~~connection ~~unaudited~~with ~~and~~any ~~were~~known ~~not~~disagreement ~~prepared~~ with athe ~~view~~Company ~~toward public disclosure and should not be relied~~ on by any ~~party for any reason~~matter. ~~The~~Richard ~~November~~Meier, ~~Management~~our ~~Accounts~~Chief ~~reflect~~Executive ~~$604.2 million (net) of intercompany receivables~~Officer, ~~which~~assumed ~~are~~the ~~uncollectible,~~duties ~~have~~of nothe ~~cash~~Company’s ~~value~~principal ~~and~~accounting ~~are~~officer ~~expected to be written off~~ and~~/or~~ ~~expunged~~principal ~~under~~financial ~~the~~officer ~~Chapter~~upon ~~11 Case, based on~~ the deeffectiveness ~~minimis asset and cash value~~ of ~~the~~Mr. Becker’s ~~Company and its subsidiaries~~resignation.

~~The information contained in this~~ Item 79.01 ~~and Exhibit 99~~.1 toFinancial ~~this~~Statements Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filingExhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description	~~Exhibit Description~~
104		Cover Page Interactive Data File (formatted as Inline XBRL).
2.1	Confirmation Order, dated March 10, 2023.
99.1		Unconsolidated and Unaudited Management Account of Rockley Photonics Holdings Limited for the month ending November 30, 2022.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has ~~duly~~ caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Rockley Photonics Holdings Limited

Date:

January 30, 2023

By:

/s/ Richard A. Meier

Name:

Richard A. Meier

Title:

President and Chief Executive Officer

April 7, 2023


		ROCKLEY PHOTONICS HOLDINGS LIMITED

By:		/s/ Richard A. Meier
		Name: Richard A. Meier
		Title: President and Chief Executive Officer

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