United States securities and exchange commission logo





                              October 29, 2021

       Robert J. Scaringe
       Chief Executive Officer
       Rivian Automotive, Inc.
       14600 Myford Road
       Irvine, CA 92606

                                                        Re: Rivian Automotive,
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed October 22,
2021
                                                            File No. 333-259992

       Dear Dr. Scaringe:

             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
October 18, 2021, letter.

       Amendment No. 1 to Registration Statement on Form S-1

       General

   1.                                                   We note press reports
of a recent fire in your battery assembly area. Please tell us how
                                                        this incident impacts
your production. If material, please include appropriate risk factor
                                                        disclosure related to
this incident.
       Summary, page 1

   2.                                                   Please revise to
provide additional information regarding vehicle production and delivery.
                                                        In this regard, we note
that the current capacity of your Normal Factory is stated to be
                                                        150,000 vehicles, while
you have produced 56 R1Ts to date and expect to produce 10
                                                        EDVs and commence
production of R1Ss in December 2021. Please address the
 Robert J. Scaringe
FirstName  LastNameRobert  J. Scaringe
Rivian Automotive, Inc.
Comapany
October 29,NameRivian
            2021        Automotive, Inc.
October
Page 2 29, 2021 Page 2
FirstName LastName
         following items:

                Provide information as to the ramping-up of vehicle production
at the Normal
              Factory, including your estimate as to when you expect to reach
capacity production;
                Describe how production will be allocated among your three
vehicle models,
              including whether consumer and commercial vehicles will be
manufactured in
              tandem or one prioritized over the other;
                Also describe the status of battery production at the Normal
Factory, both the current
              production and expected full-capacity production;
                Describe how many R1Ts, R1Ss, and EDVs you expect to produce
and deliver within
              2021;
                Disclose when you expect to deliver your preorders; and
                Disclose whether you have delivered any vehicles to third-party
customers, as
              opposed to Rivian employees; if none, provide your estimate as to
when third-party
              deliveries will commence.
Summary Consolidated Financial and Other Data, page 18

3.       We refer to footnote (2) at the bottom of page 18 which describes the
adjustments for
         arriving at pro forma net loss per share attributable to common
stockholders, basic and
         diluted, and pro forma weighted-average shares of common stock
outstanding, basic and
         diluted. Given the number of items included in your pro forma net loss
and pro forma
         weighted-average share calculations, please revise to include a
reconciliation of each of
         the component and provide the respective amounts used to calculate pro
forma net loss per
         share. Similarly, provide a reconciliation to show how pro forma
weighted-average shares
         of common stock outstanding, basis and diluted were calculated. Your
footnote should
         clearly explain the assumptions involved, if any.
4.       We refer you to footnote (1) on page 19 relating to the items being
reflected in the pro
         forma column in the consolidated balance sheet data table. Given the
number of items
         included in the footnote, please provide a detailed explanation of
each component
         comprising the Transactions, 2026 Notes and stock-based compensation
for RSU and
         options, and include their respective amounts. Your footnote should
clearly explain the
         assumptions involved, if any.
Dilution, page 77

5.       Please revise to show your calculations of how you arrived at pro
forma and pro forma as
         adjusted net tangible book value and their respective per share
amounts.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview of Our Business, page 81

6.       Please revise to include a discussion of any known material events
that are reasonably
         likely to cause reported financial information not to be necessarily
indicative of future
         operating results or of future financial condition. In this regard,
include a quantified
 Robert J. Scaringe
FirstName  LastNameRobert  J. Scaringe
Rivian Automotive, Inc.
Comapany
October 29,NameRivian
            2021        Automotive, Inc.
October
Page 3 29, 2021 Page 3
FirstName LastName
         discussion of the additional amount of share-based compensation
expense related to your
         stock options and RSUs that will be recorded upon effectiveness of
this offering and in the
         future periods, which has not been reflected in your historical
financial statements. Refer
         to Item 303(a) of Regulation S-K.
Our Climate Commitment
Forever, page 135

7.       We note your disclosure that Forever will be comprised of two separate
entities: a
         501(c)(4) social welfare organization and a non-operating foundation.
Please revise to
         discuss the governing structure of the entities. Please disclose how
these entities will be
         managed and identity the natural persons who will control such
entities and how such
         persons will be selected. Please disclose any relationship between the
management of
         these entities and Rivian. Discuss the relationship between Forever
and your planet and
         policy committee, if any. Disclose the risks relating to potential
conflicts of interest
         between your business and the entities. Please further revise to
discuss how each of the
         entities comprising Forever will be funded beyond your initial equity
contribution. Please
         tell us whether your 1% pledge is a part of the Pledge 1% campaign. If
so, please disclose
         your affiliation with the campaign.
Certain Relationships and Related Party Transactions
Transactions with Amazon.com NV Investment Holdings LLC and its affiliates,
page 173

8.       We note your disclosure regarding the sale of 100,000    vehicles
to Amazon. Please
         more clearly disclose the products being purchased under your
agreements with Amazon.
         Please more fully describe your service obligations under your
agreements with Amazon.
Condensed Consolidated Financial Statements (unaudited) for the Six Months
Ended June 30,
2020 and June 30, 2021
Notes to the Condensed Consolidated Financial Statements
Subsequent Events, page F-45

9.       Please revise your subsequent events footnote to quantify the
financial statement impact
         of any awards granted after balance sheet date. In this regard, we
note from your
         disclosures on page 16 in the prospectus summary section stock options
for 465,000
         shares of Class A common stock were granted and RSUs for 11,430,137
shares of Class A
         common stock were issued subsequent to June 30, 2021.
       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.
 Robert J. Scaringe
Rivian Automotive, Inc.
October 29, 2021
Page 4
                                       Sincerely,
FirstName LastNameRobert J. Scaringe
                                       Division of Corporation Finance
Comapany NameRivian Automotive, Inc.
                                       Office of Manufacturing
October 29, 2021 Page 4
cc:       Alison A. Haggerty
FirstName LastName