NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES

The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the Ordinary shares, $0.000004026575398 par value per share, and Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share (the "Securities"), of Rockley Photonics Holdings Limited (the "Company") from listing and registration on the Exchange at the opening of business on February 21, 2023, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Securities are no longer suitable for continued listing and trading on the Exchange.

The Exchange reached its decision pursuant to Section 802.01D of the Listed Company Manual (the 'Manual') after the Company's January 24, 2023 disclosure that the Company has voluntarily filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. In reaching its delisting determination, NYSE Regulation noted the uncertainty as to the ultimate effect of this process on the value of the Company's ordinary shares. NYSE Regulation also noted that the Company's prepackaged plan of reorganization contemplates that existing ordinary shares of the Company will be cancelled, extinguished, and released upon consummation of the reorganization.

On January 24, 2023, the Exchange determined that the Securities of the Company should be suspended from trading and directed the preparation and filing with the Commission of this application for the removal of the Securities from listing and registration on the NYSE. The Company was notified by phone and letter on January 24, 2023.

The Company had a right to appeal to a Committee of the Board of Directors of the Exchange (the 'Committee') the determination to delist the Common Stock, provided it filed a written request for such a review with the Secretary of the Exchange within ten business days of receiving notice of the delisting determination. The Company did not file such request within the specified period. Consequently, all conditions precedent under SEC Rule 12d2-2(b) to the filing of this application have been satisfied.