Exhibit 107

Calculation of Filing Fee Table

Form S-3

(Form Type)

Rockley Photonics Holdings Limited

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered (1)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee (2)

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Fees Previously Paid

Equity

Ordinary Shares, nominal value $0.000004026575398 per share, issuable upon the exercise of options

Rule 457(a)

721,070

(3)

$3.7407

(5)

$2,697,307

$0.0001091

$294.28

Ordinary Shares, nominal value $0.000004026575398 per share

Rule 457(a)

46,598,361

(3)

9.5

(6)

$442,684,430

$48,296.87

Warrants

5,450,000

(3)

0

(7)

-

-

Ordinary Shares, nominal value $0.000004026575398 per share, issuable upon the exercise of warrants

Rule 457(a)

5,450,000

(3)

9.5

(6)

$51,775,000

$5,648.65

Carry Forward Securities

Carry Forward Securities

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts

$497,156,737

Total Fees Previously Paid

$54,239.80

(8)

Total Fee Offsets

—

Net Fee Due

—

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), includes an indeterminate number of shares which may be issued with respect to such shares of ordinary shares by way of a stock dividend, stock split or in connection with a stock combination, recapitalization, merger, consolidation or otherwise.
(2)	Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price.
(3)	The share amounts listed in this table reflect the number of shares previously registered by the registrant on a registration statement on Form S-1 (File No. 333-259398) and do not reflect any subsequent sales or the deregistration of any shares. Accordingly, all registration fees have been previously paid.
(4)	Pursuant to Rule 457(h)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the weighted-average exercise price of such options.
(5)	Pursuant to Rule 457(h)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the weighted-average exercise price of such options.
(6)	Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price is $9.50, which represents the average of the high and low trading prices of the Ordinary Shares on September 3, 2021 on the New York Stock Exchange.
(7)	Consists of 5,450,000 warrants held by the Sponsor and certain permitted transferees.
(8)	The share amounts listed in this table reflect the number of shares previously registered by the registrant on a registration statement on Form S-1 (File No. 333-259398) and do not reflect any subsequent sales or the deregistration of any shares. Accordingly, all registration fees have been previously paid.

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