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                              June 16, 2021

       Tom Adams
       In-House Counsel
       Rockley Photonics Holdings Ltd
       3rd Floor 1 Ashley Road
       Altrincham, Cheshire
       United Kingdom, WA14 2DT

                                                        Re: Rockley Photonics
Holdings Ltd
                                                            Amendment No.1 to
Registration Statement on Form S-4
                                                            Filed May 28, 2021
                                                            File No. 333-255019

       Dear Mr. Adams:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our April
28, 2021 letter.

       Amendment No. 1 to Form S-4

       Q: What interests do SC Health's current officers and directors have in
the Business
       Combination, page 21

   1.                                                   We note your revisions
in response to comment 5. Please add the price that the Sponsor
                                                        and the directors and
officers paid for the ordinary shares and warrants.
       Certain Rockley Projected Financial Information, page 142

   2.                                                   Refer to the disclosure
in the last full paragraph on page 143. Please provide a legal
                                                        analysis that describes
the basis for your apparent belief that you can limit your obligation
                                                        to update your
prospectus in this manner. In particular, these assertions do not appear
 Tom Adams
Rockley Photonics Holdings Ltd
June 16, 2021
Page 2
         consistent with the requirements of Item 408 of Regulation C and your
proposed use of
         the prospectus over a period of time in connection with a continuous
offering of shares
         pursuant to the exchange offer.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 182

3.       It appears that the adjustments eliminating the change in fair value
of debt instruments on
         pages 182 and 183 should be cross-referenced to footnote h instead of
footnote g. Please
         revise to correctly cross-reference, or advise us.
Exhibit 23.1, page X-23

4.       Please have WithumSmith+Brown, PC revise its consent to correctly
refer to its updated
         report of May 25, 2021.
       You may contact Effie Simpson at 202-551-3346 or Martin James at
202-551-3671 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Jay Ingram at 202-551-3397 with any
other questions.



FirstName LastNameTom Adams                                    Sincerely,
Comapany NameRockley Photonics Holdings Ltd
                                                               Division of
Corporation Finance
June 16, 2021 Page 2                                           Office of
Manufacturing
FirstName LastName