United States securities and exchange commission logo
October 18, 2021
Robert J. Scaringe
Chief Executive Officer
Rivian Automotive, Inc.
14600 Myford Road
Irvine, CA 92606
Re: Rivian Automotive,
Inc.
Registration
Statement on Form S-1
Filed October 1,
2021
File No. 333-259992
Dear Dr. Scaringe:
We have reviewed your 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.
Registration Statement on Form S-1
Prospectus Summary, page 1
1. In light of your
dual-class capital structure, please revise your disclosure as follows:
If true, describe
Mr. Scaringe's ability to control matters requiring shareholder
approval (including
the election of directors, amendment of governing documents,
and approval of
major corporate transactions) and disclose the percentage of
outstanding shares
that he owns to maintain his control;
Disclose your
controlled company status and indicate whether you intend to utilize
any related
exemptions to governance rules under exchange listing standards;
Disclose that
future issuances of Class B common stock may be dilutive to holders of
Robert J. Scaringe
FirstName LastNameRobert J. Scaringe
Rivian Automotive, Inc.
Comapany
October 18,NameRivian
2021 Automotive, Inc.
October
Page 2 18, 2021 Page 2
FirstName LastName
Class A common stock;
Describe the resulting impact that mandatory or automatic
conversions of Class B
common stock will have upon holders of Class A common stock,
including dilution;
and
Include appropriate risk factor disclosure in relation to the
foregoing.
2. We note your response to our prior comment 4 and reissue it. Please
provide support
within the prospectus for the statement that you will enter the
commercial market "with
the world's first long-range electric step-in van developed for mass
production." If the
statement depends on the term "mass production," please add disclosure
to explain its
meaning. If an evaluation of third-party manufacturing capacity is
relevant (e.g., high-
versus low-volume production, single- versus multi-party assembly),
please add support
or characterize this as management's belief.
3. Please disclose whether any shares that are sold under your directed
share program will be
subject to a lock-up agreement.
4. Please disclose the number of vehicles delivered to date.
Risk Factors, page 19
5. Please revise to include a separate risk factor describing your
capital structure, including
the different authorized classes of common stock, and explaining the
nature of the
disparate voting rights, including the number of votes per share to
which each class is
entitled.
Forever, page 135
6. We note your disclosure that the "natural world will become a
shareholder in our
success." Please disclose if "Forever" is a separate entity and
whether you plan to make
additional equity contributions to Forever in the future.
Legal Proceedings, page 144
7. Please revise to elaborate on the nature of the allegations in the
Tesla lawsuit.
Experts, page 205
8. Please provide the disclosures that were agreed upon with our Office
of Chief
Accountant's Professional Practice Group pursuant to your consultation
surrounding your
business relationship with KPMG. Please revise accordingly, or advise
us as to why you
no longer believe it is required.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Robert J. Scaringe
Rivian Automotive, Inc.
October 18, 2021
Page 3
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Charles Eastman at 202-551-3794 or Jean Yu at
202-551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at
202-551-3754 with any
other questions.
Sincerely,
FirstName LastNameRobert J. Scaringe
Division of
Corporation Finance
Comapany NameRivian Automotive, Inc.
Office of
Manufacturing
October 18, 2021 Page 3
cc: Alison A. Haggerty
FirstName LastName