S-8

As filed with the Securities and Exchange Commission on March 31, 2022

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Rivian Automotive, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	47-3544981
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

14600 Myford Road

Irvine, California 92606

(888) 748-4261

(Address of principal executive offices) (Zip code)

RIVIAN AUTOMOTIVE, INC. 2021 INCENTIVE AWARD PLAN

RIVIAN AUTOMOTIVE, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plans)

Robert J. Scaringe

Chief Executive Officer

Rivian Automotive, Inc.

14600 Myford Road

Irvine, California 92606

(888) 748-4261

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

With copies to:

Marc D. Jaffe, Esq.	Neil M. Sitron, Esq.
Tad J. Freese, Esq.	General Counsel
Alison A. Haggerty, Esq.	Rivian Automotive, Inc.
Latham & Watkins LLP	14600 Myford Road
1271 Avenue of the Americas	Irvine, California 92606
New York, New York 10020	(888) 748-4261
(212) 906-1200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act ☐ .

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 45,018,712 shares of Rivian Automotive, Inc.’s (the “Registrant”) Class A common stock to be issued pursuant to the Rivian Automotive, Inc. 2021 Incentive Award Plan (the “2021 Plan”) and an additional 9,003,742 shares of the Registrant’s Class A common stock to be issued pursuant to the Rivian Automotive, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

    The contents of the Registration Statement on Form S-8 (File No. 333-260943), filed with the Securities and Exchange Commission, relating to the 2021 Plan and the 2021 ESPP, are incorporated herein by reference.

Item 8.	Exhibits
		Incorporated by Reference
	Description	Form	File No.	Exhibit Number	Filing Date
4.1	Amended and Restated Certificate of Incorporation of Rivian Automotive, Inc.	8-K	001-41042	3.1	11/16/2021
4.2	Amended and Restated Bylaws of Rivian Automotive, Inc.	8-K	001-41042	3.2	11/16/2021
5.1*	Opinion of Latham & Watkins LLP
23.1*	Consent of KPMG LLP, Independent Registered Public Accounting Firm
23.2*	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
99.1	2021 Incentive Award Plan and forms of option and restricted stock unit agreements thereunder	S-8	333-260943	99.2	11/10/2021
99.2	2021 Employee Stock Purchase Plan	S-8	333-260943	99.3	11/10/2021
107.1*	Filing Fee Table
*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on March 31, 2022.

RIVIAN AUTOMOTIVE, INC.
By:	/s/ Robert J. Scaringe
	Robert J. Scaringe
	Chief Executive Officer, Chairman of the Board of Directors
	(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. 

Signature	Title	Date
/s/ Robert J. Scaringe	Chief Executive Officer, Chairman of the Board of Directors	March 31, 2022
Robert J. Scaringe	(Principal Executive Officer)
/s/ Claire McDonough	Chief Financial Officer	March 31, 2022
Claire McDonough	(Principal Financial Officer)
/s/ Jeffrey R. Baker	Chief Accounting Officer	March 31, 2022
Jeffrey R. Baker	(Principal Accounting Officer)
/s/ Karen Boone	Director	March 31, 2022
Karen Boone
/s/ Sanford Schwartz	Director	March 31, 2022
Sanford Schwartz
/s/ Rose Marcario	Director	March 31, 2022
Rose Marcario
/s/ Peter Krawiec	Director	March 31, 2022
Peter Krawiec
/s/ Jay Flatley	Director	March 31, 2022
Jay Flatley
/s/ Pamela Thomas-Graham	Director	March 31, 2022
Pamela Thomas-Graham

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Rivian Automotive, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered (1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A common stock, $0.001 par value per share	Rule 457(c) and Rule 457(h)	54,022,454 (2)	$46.65 (3)	$2,520,147,479.10	$92.70 per $1,000,000	$233,617.67
Total Offering Amounts					$2,520,147,479.10		$233,617.67
Total Fee Offsets (4)							$0.00
Net Fee Due							$233,617.67

(1)In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)Consists of an additional 45,018,712 shares of Class A common stock issuable under the Rivian Automotive, Inc. 2021 Incentive Award Plan (the “2021 Plan”) pursuant to the terms of the 2021 Plan and an additional 9,003,742 shares of Class A common stock issuable under the Rivian Automotive, Inc. 2021 Employee Stock Purchase Plan.

(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of Rivian Automotive, Inc.’s (the “Registrant”) Class A common stock as reported on The Nasdaq Global Select Market on March 24, 2022.

(4)The Registrant does not have any fee offsets.

EX-5.1

Exhibit 5.1

	1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES
	Austin Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan	Moscow Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tel Aviv Tokyo Washington, D.C.

March 31, 2022

Rivian Automotive, Inc.

14600 Myford Road

Irvine, California 92606

Re: Registration Statement on Form S-8; 54,022,454 shares of Class A Common Stock, par value $0.001 per share, of Rivian Automotive, Inc.

Ladies and Gentlemen:

We have acted as special counsel to Rivian Automotive, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a registration statement on Form S–8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to an aggregate of 54,022,454 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), consisting of (i) 45,018,712 shares of Class A Common Stock which may be issued pursuant to the Rivian Automotive, Inc. 2021 Incentive Award Plan (the “2021 Plan”) and (ii) 9,003,742 shares of Class A Common Stock which may be issued pursuant to the Rivian Automotive, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”, and together with the 2021 Plan, the “Plans” and each, a “Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the “DCGL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the applicable Plan, assuming in each case that the

March 31, 2022

Page 2

individual grants or awards under the applicable Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the applicable Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 31, 2022, with respect to the consolidated financial statements of Rivian Automotive, Inc. and subsidiaries, incorporated herein by reference.

/s/ KPMG LLP

Detroit, Michigan

March 31, 2022