SEC Form SC 13G/A filed by Rockley Photonics Holdings Limited (Amendment)

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) Whitebox Advisors LLC, a Delaware limited liability company (“WA”); and

(ii) Whitebox General Partner LLC, a Delaware limited liability company (“WGP”).

(b).

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

The address of the business office of WA and WGP is:

3033 Excelsior Boulevard

Suite 500

Minneapolis, MN 55416

(c).

Citizenship:

WA and WGP are organized under the laws of the State of Delaware.

(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)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

☐ 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)

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

(k)

☐ 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 WA and WGP is deemed to be the beneficial owner of 6,839,781 Ordinary Shares, as a result of WA’s clients’ ownership of: (i) warrants to purchase 8,696,662 Ordinary Shares at an exercise price of $2.80 per Ordinary Share (“May Warrants”); (ii) $5,687,248 principal amount and accrued interest of Convertible Senior Secured Notes due 2026 (“May Notes”), which are convertible into 1,846,508 Ordinary Shares based on the initial conversion price of approximately $3.08 per Ordinary Share; (iii) warrants to purchase 21,954,363 Ordinary Shares at an exercise price of $1.1182 per Share (“October Warrants” and, together with May Warrants, “Warrants”); and (iv) $15,538,476.43 principal amount and accrued interest of Convertible Senior Secured Notes due 2026 (“October Notes” and, together with May Notes, “Notes”), which are convertible into 22,558,109 Ordinary Shares based on the initial conversion price of approximately $0.6888 per Ordinary Share, with each of (i) through (iv) subject to the Beneficial Ownership Limitations (defined below). The Warrants and Notes are subject to a blocker which prevents the holder from exercising the Warrants or converting the Notes to the extent that, upon such exercise or conversion, the holder would beneficially own in excess of 4.9% of the Ordinary Shares outstanding as a result of the conversion (the “Beneficial Ownership Limitations”).

(b)

Percent of class:

Each of WA and WGP is deemed to beneficially own 4.9% of the Ordinary Shares.

Percent of class is calculated based on 132,747,605 Ordinary Shares outstanding as of November 15, 2022, as reported in the Issuer’s Proxy Statement on Schedule 14A filed on November 21, 2022, plus the total number of Ordinary Shares that WA and WGP 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 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

6,839,781

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

6,839,781

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 [X]

Item 6.

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

WA’s clients are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

Item 7.

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

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Certain of WA’s clients are parties to a Noteholders Agreement, dated October 25, 2022, with certain other holders of Notes (collectively, the “Noteholders”), the Issuer and certain subsidiaries of the Issuer as Guarantors. The Noteholders have agreed to an aggregate beneficial ownership limitation of 4.90% of the Ordinary Shares outstanding.  As such, the Reporting Persons may be deemed to be members of a “group”, as such term is defined in Rule 13d-5 under the Act, with the other Noteholders.  Each of the Reporting Persons disclaims beneficial ownership of the Ordinary Shares beneficially owned by each of the other Noteholders.

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.

February 14, 2023

(Date)

WHITEBOX ADVISORS LLC

/s/ Jaime McPhee

(Signature)

Jaime McPhee

Deputy Chief Compliance Officer & Legal Counsel

(Name/Title)

February 14, 2023

(Date)

WHITEBOX GENERAL PARTNER LLC

/s/ Jaime McPhee

(Signature)

Jaime McPhee

Authorized Signatory

(Name/Title)

Joint Filing Agreement, dated February 10, 2023, by and among the Reporting Persons

February 14, 2023

(Date)

WHITEBOX ADVISORS LLC

/s/ Jaime McPhee

(Signature)

Jaime McPhee

Deputy Chief Compliance Officer & Legal Counsel

(Name/Title)

February 14, 2023

(Date)

WHITEBOX GENERAL PARTNER LLC

/s/ Jaime McPhee

(Signature)

Jaime McPhee

Authorized Signatory

(Name/Title)