SEC Form SC 13G filed by Rockley Photonics Holdings Limited

CUSIP No.

 

CUSIP No.

 

Item 1.

(a).

Name of Issuer:

Rockley Photonics Holdings Limited

(b).

Address of issuer’s principal executive offices:

3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom

Item 2.

(a).

Name of person filing:

This statement is filed by (i) Wazee Street Opportunities Fund V LP, a Delaware limited partnership (“Fund V”); (ii) Wazee Street Capital Management LLC, a Delaware limited liability company (“Wazee Capital”), which serves as the investment manager to Fund V; and (iii) R. Michael Collins, the controlling member Wazee Capital (“Mr. Collins” and, together with Fund V and Wazee Capital, the “Reporting Persons”).  The Reporting Persons may be deemed to share voting and dispositive power with respect to the Ordinary Shares (as defined below) reported herein.

(b).

Address of principal business office or, if none, residence:

The address of the business office of the Reporting Persons is 8101 E Prentice Ave, Greenwood Village, CO 80111

(c).

Citizenship:

Wazee Capital and Fund V are organized under the laws of the State of Delaware.  Mr. Collins is a United States citizen.

(d).

Title of class of securities:

Ordinary shares, $0.000004026575398 par value per share (“Ordinary Shares”)

(e).

CUSIP No.:

G7614L109

Item 3.

If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

(a)

Amount beneficially owned:

Each of the Reporting Persons is deemed to be the beneficial owner of 14,317,982 Ordinary Shares, which amount includes: (i) warrants to purchase 6,493,506 Ordinary Shares at an exercise price of $5.00 per Ordinary Share (“Warrants”); (ii) $20,000,000 principal amount of Convertible Senior Secured Notes due 2026 (“Notes”), which is convertible into 6,493,506 Ordinary Shares based on the initial conversion price of $3.08 per Ordinary Share; and (iii) the option to acquire an additional $20,000,000 principal amount of Notes, which option is exercisable for a period of 12 months following the effective date of the registration statement covering the Ordinary Shares underlying the Notes, with each of (i) through (iii) subject to the Beneficial Ownership Limitations (defined below).  The Warrants are subject to a blocker which prevents the holder from exercising the Warrants to the extent that, upon such exercise, the holder would beneficially own in excess of 9.99% of the Ordinary Shares outstanding as a result of the exercise (the “Warrant Ownership Limitation”).  The Notes are subject to a blocker which prevents the holder from converting the Notes to the extent that, upon such conversion, the holder would beneficially own in excess of 9.90% of the Ordinary Shares outstanding as a result of the conversion  (the “Notes Ownership Limitation” and, together with the Warrant Ownership Limitation, the “Beneficial Ownership Limitations”).

(b)

Percent of class:

Each of the Reporting Persons is deemed to beneficially own approximately 9.99% of the Ordinary Shares.

Percent of class is calculated based on 129,005,167 Ordinary Shares outstanding as of May 5, 2022, as reported in the Issuer’s Form 8-K filed on May 12, 2022, plus the total number of Ordinary Shares that the Reporting Persons have the right to acquire upon conversion of Notes and exercise of Warrants, subject to the Beneficial Ownership Limitations, which amount has been added to the Ordinary Shares outstanding in accordance with Rule 13d-3(d)(i)(1) under the Act.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

0

(ii)

Shared power to vote or to direct the vote

14,317,982

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

14,317,982

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

See disclosure in Item 2(a) hereof.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No.

 

CUSIP No.