Prospectuses and communications, business combinations



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Filed by Rockley Photonics Holdings Limited



Pursuant to Rule 425 under the Securities Act of 1933, and



deemed filed pursuant to Rule

14a-12

under the



Securities Exchange Act of 1934



Form

S-4

File

No. 333-255019



Subject Companies:



Rockley Photonics Limited



SC Health
Corporation



(Commission File

No. 001-38972)




Timepieces That Tell You How You Are



First published Monday, April 12, 2021 at 3:16pm on gazettabyte.com



Apple is Rockley Photonics’ largest customer. So says Rockley in a document filed with the US Securities and Exchange Commission (SEC) as it prepares to
be listed on the New York Stock Exchange (NYSE).



The Form

S-

4 document provides details of Rockley’s
silicon photonics platform for consumer ‘wearables’ and medical devices, part of the emerging health and wellness market.



Andrew Rickman,
Rockley Photonics’s CEO, discusses what the company has been working on and how a wearable device can determine a user’s health.



The first of
several articles on silicon photonics-based biosensors for medical and other applications.




Part 1: Consumer Wearables



Ever wondered what the shining green light is doing on the underside of your smartwatch?



The green LED probes the skin to measure various health parameters - biomarkers - of the wearer. Just what light can reveal about a user’s health is a
topic that has preoccupied Rockley Photonics for several years.



Rockley is not solely interested in using the visible spectrum to probe the skin but also
light at higher wavelengths. Using the infrared portion of the spectrum promises to reveal more about the watch wearer’s health.



Rockley can also
shed light on its own healthcare activities following the announcement of its merger with SC Health that will enable Rockley to be listed on the NYSE, valued at $1.2 billion.



SC Health is a Special Purpose Acquisitions Company or SPAC. Also known as a ‘blank cheque’ company, a SPAC is a publicly listed cash shell company
that raises money to acquire an early-stage

start-up

before its listing.











For Andrew Rickman, who will remain as Rockley’s CEO, the latest development is consistent with his
silicon photonics vision when he established Bookham Technologies in 1988.



He views silicon photonics as an enabling technology, a platform that can
address multiple industries, the healthcare market being the most promising. As such, Rockley is no more a healthcare company than it is an optical transceiver or a LiDAR player, says Rickman.




SPAC path



Rockley is not commenting on the SC Health
transaction except to say that

start-ups

aspire to go public or be acquired. “We are going public through this route,” says Rickman.



Rockley can’t say much about SC Health either. What Rickman will say is that shell companies are created by people with a particular industry background:
“Clearly, there is a very big health dimension to Rockley, and SC Health is a health-oriented SPAC.”



Rockley’s silicon photonics platform
is already being used for the optical transceiver market through a joint venture with Hengtong Optic-Electric. Rockley is also working with partners to develop

co-packaged

optics solutions, where its optics is
packaged alongside a chip to enable optical input-output.



The company’s other interests include advanced optical computing, environmental sensing,
vision systems/ LiDAR and spectroscopy, its approach for wearable and medical diagnostics devices.



The medical diagnostics market uses
‘invasive’ techniques where lab equipment analyses samples such as blood, saliva and urine. In contrast, the

non-invasive

health market was largely created with the advent of smartwatches, says
Rickman. Here the light is used to probe under the skin where it is scattered. The reflected light is then analysed by the watch.



Rickman says that,
unlike the established medical diagnostics market, knowledge and expertise for the newer

non-invasive

approach is limited: “It creates an opportunity for us to fill the gap.”



Rockley’s expertise ranges from the semiconductor process needed to make the sensor and the measurement and analysis of the data collected.




Medical diagnostics



Medical diagnostic equipment
analysing a blood sample, for example, determines its many constituents. Specially designed biochemical ‘labels’ are used that attach to what is being detected. Such labels are fluorescent so that the degree of binding and hence the amount
of

tested-for

material is determined by measuring the degree of fluorescence, says Rickman.



Silicon photonics

start-ups

are among firms developing alternative equipment that is “label-free” and does not require fluorescent labels. Such equipment still requires biochemistry for ‘receptors’ that trap the
constituents being tested for. But here what is measured is refractive index changes of the light.





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Label-free sensors use silicon photonics circuits that measure the refractive index. The circuits can be a
waveguide and ring resonator or a Mach-Zehnder interferometer. Light shined through the circuit undergoes tiny changes in its refractive index caused by constituent-receptor bindings on the sensor’s surface. The circuits are tiny, meaning
sensors can be integrated

on-chip

to measure multiple biomarkers.



Silicon photonics-based biosensors promise more
compact diagnostic systems than those used in labs and hospitals. Such systems could be used in ambulances, intensive care units and at a doctor’s office. They can also deliver test results in 25 minutes or less, far quicker than sending
samples to a lab and having to wait hours or a day for results.



“There are a lot of companies in this [biosesnor diagnostics] field,” says
Rickman. “It is a field deserving close attention and is an exciting area.” However, Rockley’s focus is

non-invasive

wearables instead.



Wearables cannot match the diagnostic detail provided by invasive techniques, says Rickman. But

non-invasive

techniques have much scope for diagnostic improvement compared to existing smartwatches.



And while a blood test may provide far greater detail, it
indicates only what is happening when a sample is taken. A wearable, in contrast, can continuously monitor the user. This creates new healthcare opportunities, say Rickman.




LEDs and lasers



The technique underpinning smartwatch
monitoring has the long title of


non-invasive

diffuse reflective spectroscopy

.



Light at different
wavelengths penetrates the skin and is scattered by blood vessels and cells and the interstitial fluid in between. The reflected light is analysed using spectroscopy to glean medical insights.



The smartwatch uses a green LED since blood haemoglobin has a good light absorption at that wavelength. “Effectively, what is being measured is the
expansion and contraction of the blood vessels,” says Rickman. “It is measuring the amount of light that is absorbed by the change of the volume of blood.”



It doesn’t stop there. Using a red LED and extending it into the infrared range, the blood oxygenation level is measured using the ratio of oxygenated
(bright red) and unoxygenated (darker red) haemoglobin. “The ratio of the two wavelengths that you get back is proportional to the blood oxygen level,” says Rickman.



The visible range can also detect bilirubin, a yellow-orange bile pigment associated with jaundice.



“But that is pretty much it,” says Rickman. “All the other thousands of constituents, if they have absorption peaks, are swamped in the visual
range by haemoglobin.”





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What Rockley has done is extend the light’s spectral to measure absorption peaks that otherwise are
dwarfed by water and haemoglobin.



“We are addressing the visible range and extending it into the infrared range, getting much more accuracy using
laser technology compared to LEDs which opens up a whole range of things,” says Rickman.



To do this, Rockley has used its silicon photonics
expertise to shrink a benchtop spectrometer to the size of a chip. Normally miniaturisation reduces performance. For a start, the size of the aperture that collects light is reduced, says Rickman. But Rockley claims its silicon photonics platform
and its design improves greatly the


signal-to-noise


ratio compared to a benchtop spectrometer.



“We are talking orders of magnitude improvement over the


best-in-class


benchtop instruments,” says Rickman.



An important parameter associated with optical transceivers is the link budget, says Rockley, which means
getting enough signal to the receiver to recover the data sent. This is defined as part of a standard and being compliant requires meeting the specification.



“Here [with spectroscopy], no one is determining the performance that must be met; there is no standard,” says Rickman, making it an area ripe for
innovation.




Platform process



What a wearable
spectrometer must deliver is a highly accurate wavelength registration and a deconvolving of what the spectrum comprises, says Rickman



Rockley says one
aspect of its silicon photonics process is its use of relatively large waveguides: several microns wide compared to hundreds of nanometers.



It makes
sense for companies to adapt CMOS processes for silicon photonics to create

sub-micron

waveguides, he says, but if the dimensions are smaller than the light’s wavelength, it becomes highly sensitive to
the manufacturing process and polarisation while experiencing higher optical loss.



“With the larger waveguides, we get 20x better wavelength
registration,” says Rickman. “That is the difference between being able to make the product, or not.”




Healthcare benefits



Rockley says its



spectrometer-on-a-chip



measures a range of biophysical and biochemical biomarkers. “It will go a lot further than watches today, a lot deeper but not as deep as a blood draw,” says Rickman.



The sensor can detect lactate, urea, glucose - ‘a tough one but a big one’ - and chemical biomarkers that are in a high proportion in blood, says
Rickman





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“The diseases that are predominant over life, each one has a handful of biomarkers,” says Rickman.
“A

non-invasive

smartwatch can measure these, providing good indicators of the early onset of a disease.”



Detecting the onset of disease will enable more effective treatment, better patient outcomes and less costly healthcare. “The smartwatch doesn’t
have to be conclusive,” says Rickman. It is not replacing a full analysis but it can be an early warning and lead to a better outcome.



Such
continuous noninvasive monitoring will also help patients with chronic diseases, improving their treatment.



Rickman didn’t detail what probing with
infrared light will enable but the filed

S-4

Form says Rockley is exploring the early detection of key diseases. These include coronary arterial disease, diabetes, chronic kidney disease,

Covid-19,

asthma, hepatitis C, cirrhosis, Alzheimer’s, stroke, flu, sepsis and cancer.



Rickman says there is
research looking at detecting early onset

Covid-19

using a patient’s vital signs but this requires their presence at a clinic. The parameters monitored include blood sugar, blood pressure, hydration,
blood oxygen level and heart rate.



Using the parameters combined with machine learning can determine if a patient will have a bad

covid-19

experience or not. If the former, drastic treatment steps can be taken before the patient becomes ill.




Market opportunity



Rickman is excited at the scale of
the wearable opportunity. In microelectronics, it is consumer applications that drive economies of scale. There may be millions of units of optical transceivers, he says, but that doesn’t achieve ‘hyper-scale. “You want to be making
tens of millions of units a week,” he says.



The press release announcing the stock market float referred to Rockley working with world-class
partners. Asked about Apple and Samsung, leading makers of smartwatches, Rickman would only say that Rockley is targeting the wearable and medical device markets for customers.



However, the

S-4

Form names Apple and other firms such as smartwatch maker Zepp Health, LifeSignals Group which makes
wearable medical biosensors, and Withings France SA that makes watches and other healthcare devices. Meanwhile, healthcare company, Medtronic, is a strategic investor in Rockley.



Rockley is projecting revenues of $1.1 billion in 2024 if all goes to plan.




Career passion



Rickman has been interested in silicon
photonics and sensing “since the beginning of time”.





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He points out how, in the

mid-80s,

before he founded Bookham,
Professor Richard Soref, a silicon photonics luminary, had provided a guide as to what could be done in silicon photonics. “I went on and had the privilege of working with Soref,” says Rickman.



When Rickman investigated the application areas for silicon photonics, he thought that Bell Labs had already solved the problems associated with optical
communications so he focussed on sensors. Back then, it was tough to create a multidisciplinary team needed to exploit the biosensor opportunity.



Then,
in the late 90s, the dotcom era started and it was clear that many problems remained in making optical-fibre componentry. Bookham dropped its sensor work and focussed exclusively on optical communications.



Rockley was formed in 2013 as a silicon photonics platform company. “It was a question of which of these applications, out of a massive menu that we
collected over time, were going to take off in the timeframe of Rockley Photonics,” he says.



Apple watchers have already started speculating as to
the features of the next Apple Watch, the Series 7, expected this autumn. In February, one site said the watch is still a long way off and there was little solid news.



The Series 7 watch’s features may be unknown but the direction smartwatches are taking is now much clearer.




Cautionary Statement Regarding Forward Looking Statements



This communication contains “forward-looking statements” regarding SC Health Corporation (“SC Health”), Rockley Photonics Limited
(“Rockley” or the “Company”), Rockley Photonics Holdings Limited (“HoldCo”), Rockley Mergersub Limited, and the combined company. Statements in this communication that are not historical in nature may constitute such
forward-looking statements. In addition, any statements that refer to SC Health’s, the Company’s, HoldCo’s, or the combined company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions,
performance, projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would,” and the negative thereof or similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this communication may
include, but are not limited to, statements regarding the following: SC Health’s or Rockley’s management team’s expectations, hopes, beliefs, intentions, or strategies regarding the future; the potential impact of the proposed
transaction on Rockley and the combined company, including Rockley’s ability to develop and commercially launch its products; the anticipated or potential features, benefits, and applications for Rockley’s products and technology and
timing thereof; Rockley’s projected financial information and anticipated growth rate, the market opportunity for Rockley’s products and technology; the anticipated





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timing of the closing of the transaction; and the anticipated gross proceeds the transaction is expected to deliver to the combined company. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond SC Health’s, the Company’s, HoldCo’s, or the combined company’s control) or other assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: (i) the ability of the parties to complete the transaction, including the PIPE financing, during the
anticipated timeframe or at all; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement and Plan of Merger; (iii) SC Health’s HoldCo’s, or
Rockley’s, as applicable, ability to obtain additional financing to complete the transaction and execute on the Company’s strategy and business plan after the transaction and ability to obtain or maintain the listing of HoldCo ordinary
shares and HoldCo warrants on the New York Stock Exchange following the transaction; (iv) the funds in the trust account being available to SC Health or, following the transaction, the combined company; (v) SC Health’s public
securities’ liquidity and trading; (vi) the lack of a market for SC Health’s securities; (vii) the use of funds not held in the trust account or available to SC Health from interest income on the trust account balance;
(viii) the trust account not being subject to claims of third parties; (ix) the number of SC Health shareholders voting against the proposed transaction; (x) the anticipated impact of the transaction on Rockley and the combined
company, including Rockley’s ability to develop and commercially launch its products; (xi) the status and expectations regarding Rockley’s customer and potential customer relationships; (xii) the success of Rockley’s
strategic relationships with third parties; (xiii) the ability of Rockley to increase market shares in its existing markets or any new markets it may enter; (xiv) changes adversely affecting the businesses in which Rockley is engaged;
(xv) the ability of Rockley to manage its growth effectively; (xvi) Rockley’s or the combined company’s ability to execute on its business strategy and plans; (xvii) Rockley’s success in retaining or recruiting, or
changes required in, officers, key employees, or directors following the transaction; (xviii) Rockley’s or the combined company’s ability to obtain any required regulatory approvals, including any required FDA approvals, in connection
with Rockley’s anticipated products and technology; (xix) tax implications of the proposed transaction; (xx) Rockley’s ability to maintain and protect its intellectual property; (xxi) the ability the Rockley to achieve and
maintain profitability in the future and (xxii) the impact of the

COVID-19

pandemic; as well as the factors described under the heading “Risk Factors” in SC Health’s registration on Form

S-1

(File

No. 333-232240),

the registration statement on Form

S-4

(File

No. 333-255019)

filed by HoldCo and discussed below and other documents filed by SC Health or HoldCo from time to time with the U.S. Securities and Exchange Commission (the “SEC”). The
forward-looking statements contained herein are based on SC Health’s, Rockley’s, and HoldCo’s current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future
developments affecting SC Health, Rockley, and HoldCo will be those that have been anticipated. SC Health, Rockley, and HoldCo undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.





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Additional Information and Where To Find It



In connection with the proposed transaction, Rockley Photonics Holdings Limited (“HoldCo”) has filed with the U.S. Securities and Exchange Commission
(the “SEC”) a registration statement on Form

S-4

(File

No. 333-255019)

(the “Registration Statement”), which includes a document that serves as
a preliminary prospectus of HoldCo and preliminary proxy statement of SC Health Corporation (“SC Health”) and is referred to as a prospectus/proxy statement. SC Health will mail a final prospectus/definitive proxy statement and other
relevant documents to its shareholders. This communication is not a substitute for the Registration Statement, the final prospectus/definitive proxy statement or any other document that SC Health will send to its shareholders in connection with the
proposed transaction. Each of the parties also will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of SC Health, Rockley Photonics Limited (the
“Company”), and HoldCo are advised to read the Registration Statement, all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction, and when available, the final prospectus/definitive
proxy statement in connection with SC Health’s solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve the proposed transaction (and related matters) because the final prospectus/definitive proxy
statement will contain important information about the proposed transaction and the parties to the proposed transaction. The final prospectus/definitive proxy statement will be mailed to shareholders of SC Health as of a record date to be
established for voting on the proposed transaction. Investors and shareholders of SC Health will also be able to obtain copies of the final prospectus/definitive proxy statement and other documents that are filed or will be filed with the SEC by SC
Health or HoldCo (including the Registration Statement), without charge, once available, at the SEC’s website at www.sec.gov. The documents filed by SC Health with the SEC may also be obtained free of charge at SC Health’s website at
www.schealthcorp.com, or upon written request to: SC Health Corporation, 108 Robinson Road

#10-00,

Singapore 068900, Republic of Singapore.




Participants in the Solicitation



SC Health Corporation
(“SC Health”), Rockley Photonics Limited (“Rockley” or the “Company”), Rockley Photonics Holdings Limited (“HoldCo”), Rockley Mergersub Limited, and their respective directors, executive officers, other
members of management, and employees, under the rules of the U.S. Securities and Exchange Commission (the “SEC”), may be deemed to be participants in the solicitation of proxies of SC Health’s shareholders in connection with the
proposed transaction. Information about SC Health’s directors and executive officers is set forth in SC Health’s annual report on Form

10-K

filed with the SEC on March 31, 2021. To the extent
that holdings of SC Health’s securities have changed since the amounts printed in SC Health’s’ annual report on Form

10-K,

such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such persons and other persons who may be deemed participants in the proposed transaction, including more detailed information regarding the names and
interests in the proposed transaction of SC Health’s directors and officers, may be obtained by reading SC Health’s filings with the SEC as well as the registration statement on Form

S-4

(File

No. 333-255019)

(the “Registration Statement”) filed by HoldCo with the SEC in connection with the proposed transaction, which includes the preliminary proxy statement of SC Health and the preliminary
prospectus of HoldCo for the proposed transaction. Additional information regarding the names and interests of the Company’s and HoldCo’s respective directors and executive officers and HoldCo’s director nominees may also be obtained
by reading the Registration Statement filed with the SEC in connection with the proposed transaction.





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No Offer or Solicitation



This communication is for informational purposes only and is not intended to, and shall not, constitute, an offer to sell or the solicitation of an offer to
buy any securities, or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.





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The above information was disclosed in a filing to the SEC. To see the filing, click here.

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