Prospectus Summary
PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms “Rivian,” the “Company,” “we,” “us,” and “our” in this prospectus refer to Rivian Automotive, Inc. and its consolidated subsidiaries.RIVIAN AUTOMOTIVE, INC.
Our Purpose
Today, our planet is operating off hundreds of millions of years of accumulated plant- and animal-based carbon. On our current path, this stored energy will be fully exhausted in only a few generations and, in the process, carbonize our atmosphere to such a degree that life as we know it will not be possible. If our planet is to continue to sustain life and enchant future generations, we must change.
To build the kind of future our kids and our kids’ kids deserve, extraordinary steps must be taken to stop the carbonization of our atmosphere. This requires individuals and entire industries to come together in ways we never have before. This is where Rivian’s potential lies - in creating solutions that shift consumer mindsets and inspire other companies to fundamentally change the way they operate.
As staggering as this may sound, and as complex as our objective is, we already have everything we need to create change. It starts with harnessing the very thing every human being is born with - an adventurous spirit. There is a reason why we are hardwired with curiosity and a capacity to invent better ways of doing things. The part of us that seeks to explore the world is also the secret to making sure it remains a world worth exploring. Forever.
Our Business
We design, develop, and manufacture category-defining electric vehicles (“EVs”) and accessories. We sell them directly to customers in the consumer and commercial markets. Our vehicles are complemented by a full suite of proprietary, value-added services that address the entire vehicle lifecycle and deepen our customer relationships. Starting with a clean sheet, we built a vertically integrated ecosystem comprised of our vehicle technology platform, cloud architecture, product development and operations, products, and services. Interconnected by our data and analytics backbone, our ecosystem is designed to deliver fast-paced innovation cycles, structural cost advantages, and exceptional customer experiences, all of which combine to create a self-reinforcing growth dynamic while serving our mission to Keep The World Adventurous Forever.
In the consumer market, we launched the R1 platform with our first generation consumer vehicle, the R1T, a two-row five-passenger pickup truck, and began making customer deliveries in September 2021. We plan to launch and commence customer deliveries for the R1S, a three-row seven-passenger sports utility vehicle (“SUV”) in December 2021 following the completion of ongoing vehicle validation and all required testing. Engineered for all of life’s adventures, our Electric Adventure Vehicles combine performance, utility, and efficiency. They are equally capable of rock crawling or carving turns on a mountain road and can leave most sports cars in the rearview mirror. The R1T and R1S are equipped with a proprietary set of advanced technology systems, including vehicle electronics, battery, electric drive, chassis, Driver+, our advanced driver assistance system (“ADAS”), and digital user experience management. These technologies can continuously improve and expand functionality through cloud-enabled over-the-air (“OTA”) updates.
Our vehicles occupy an attractive whitespace, addressing large, fast-growing, and high-margin market segments, and are designed to accelerate the large-scale adoption of sustainable transportation. The R1T and R1S introduce our brand to the world and will serve as our flagship vehicles as we continue to expand our offerings. To accompany our vehicles, we have developed a comprehensive portfolio of vehicle accessories that will further sharpen our brand’s focus on adventure and active lifestyles.
Complementing our consumer vehicles, our suite of value-added services includes digitally enabled financing, telematics-based insurance, proactive vehicle service (maintenance and repair), flexible membership and software services, comprehensive charging solutions, and a data-driven vehicle resale program. We expect these services to generate long-term brand loyalty while also creating a recurring revenue stream for each vehicle across its lifecycle.
In the commercial market, we will launch the Rivian Commercial Vehicle (“RCV”) platform with our first vehicle, the Electric Delivery Van (“EDV”), designed and engineered by Rivian in collaboration with Amazon.com, Inc. (“Amazon”), our first commercial customer. Amazon has ordered, subject to modification as described in the section titled “Certain Relationships and Related Party Transactions,” an initial volume of 100,000 vehicles globally, representing the largest order of EVs ever. Developed to be safe, comfortable, and easy to operate for drivers, these vans will offer a step change in driver experience relative to vehicles available in the market today. They are also designed to achieve lower total cost of ownership (“TCO”) for Amazon while supporting a path to carbon neutral deliveries. We expect to gain rich experiences from what we believe will become the largest centrally managed EV fleet in the world. Through our work with Amazon, we believe we will be well-positioned to leverage our learnings to build capabilities that will accelerate our progress towards a leadership position in the commercial vehicle market and our deployment of new business models.
Alongside our commercial vehicles, we offer FleetOS, our proprietary, end-to-end centralized fleet management subscription platform. It encompasses vehicle distribution, service, telematics, software services, charging, connectivity management, Driver+, and lifecycle management. Building upon this foundation, FleetOS will continually add more features over time, including leasing, financing, insurance, driver safety and coaching, smart charging and routing, remote diagnostics, 360° collision reports, and vehicle resale. This cloud-based platform integrates and analyzes vehicle, infrastructure, and operations data, driving us toward industry-leading TCO, safety, and fleet utilization. We have designed FleetOS so it can be customized for a commercial customer’s operational needs. In addition to managing fleets of Rivian vehicles, FleetOS will be able to address mixed fleets comprised of Rivian and non-Rivian commercial vehicles, allowing us to serve a greater number of commercial customers at scale.
Our direct-to-customer model allows us to manage all sales, deliveries, service operations, and resale in-house without reliance on a franchise dealership network or other third parties. We employ an integrated, digital-first strategy that is not only convenient and transparent for our customers, but also efficient and scalable to support our continued growth. Our website and mobile app facilitate brand engagement, product discovery, demonstration (“demo”) drives, purchase transactions, vehicle deliveries, vehicle service, account management, and resale. We believe this strategy will allow us to deliver uncompromised experiences well beyond what is available through the standard franchise dealership model.
We enable our diverse offering of highly differentiated products and services as well as our digital-first, direct-to-customer journey entirely through our vertically integrated ecosystem. The Rivian ecosystem consists of the following components:
Data & Analytics Vehicle Technology Vehicle Electronics Battery Electric Drive Chassis Driver+ Experience Management Rivian Cloud Digital Commerce Operations Management Fleet Management Energy Management Product Development and Operations Design & Engineering Manufacturing Delivery Service Network Experience Spaces Charging Network Customer Service Products Consumer Commercial Accessories Services Financing Insurance Vehicle Service Membership & Software Charging FleetOS Vehicle Customization Resale Program Data & Analytics Our ecosystem is designed to be highly scalable, flexible, integrated, and interconnected to power an immersive customer journey. This will enable us to maximize our impact by addressing both the consumer and commercial markets simultaneously. We can deploy our offerings at scale using a shared, vertically integrated technology platform, comprised of vehicle technology and Rivian Cloud, with network effects that will build data insights to improve our ecosystem. By utilizing our common technology platform, we generate synergies and scale efficiencies, enabling us to increase our pace of innovation and create offerings that serve the unique needs of our customers. Our direct-to-customer relationships and connected vehicle technologies allow us to gather customer and product insights over the full lifecycle of our vehicles. We will utilize these insights to continuously improve our offerings by adding new capabilities and functionality. Enhanced offerings will attract more customers, deepen existing customer relationships, and expand our data repository and insights, which will further benefit our customers and Rivian.
Vehicles Services End-to-End, Full Vehicle Lifecycle Consumer Vertically Integrated Technology Infrastructure Data Scale & Efficiency Customer Benefits Experience & Engagement Vehicles Commercial Services FleetOS Customer Benefits TCO & UptimeVehicles Services End-to-End, Full Vehicle Lifecycle Consumer Vertically Integrated Technology Infrastructure Data Scale & Efficiency Customer Benefits Experience & Engagement Vehicles Commercial Services FleetOS Customer Benefits TCO & Safety Beyond the benefits of our ecosystem, we believe that our most durable competitive advantage is our culture. Our strength comes from a diversity of backgrounds, perspectives, talents, and approaches, and we work hard to cultivate a culture of collaboration. Diversity drives dialogue and exploration in the development process that we believe yields category-defining products and services. Across Rivian, we champion a first-principles mindset to solving problems. This drives innovation and learning to propel continued growth and our mission to Keep The World Adventurous Forever.
Our diverse product portfolio and focus on inspiring people to get out and explore the world positions us to build an enduring brand while addressing a wide range of future mobility and sustainability solutions. Through our base of preorders, we observe strong affinity for our brand which we expect to intensify as brand awareness grows and we welcome new customers to the Rivian community. As of September 30, 2021, we had approximately 48,390 R1T and R1S preorders in the United States and Canada from customers who each paid a cancellable and fully refundable deposit of $1,000. We believe the combination of our deep focus on addressing climate change, building compelling products, and delivering a superior customer experience will enable Rivian to drive adoption and customer loyalty, powering our continued growth.
We have made decisions and investments with the objective of maintaining a long-term growth orientation that creates value for all stakeholders, including our employees, customers, partners, communities, shareholders, and the environment. In the near-term, we are targeting the pickup truck, SUV, and commercial van market segments in the United States, Canada, and Western Europe. We plan to achieve long-term growth by expanding in our existing markets, constructing a broad portfolio of vehicles and digital services with global appeal, entering major global automotive markets, strategically investing in our ecosystem, and expanding into adjacent verticals. In keeping with our long-term mindset, we are designing technology and infrastructure to support and benefit from the future transition to increased autonomy, new ownership models, and renewable energy solutions.
Key Industry Tailwinds
We believe the convergence of key trends, including shifting consumer preferences and targeted regulatory support, is contributing to the robust demand for Rivian products and services.
Our Market Opportunity
We address a massive opportunity in building the future of mobility. We believe our vertically integrated ecosystem enables us to offer holistic solutions compared to traditional automakers and deliver more value to our customers, allowing us to capture revenues across the full vehicle lifecycle. We define our market opportunity in terms of our total addressable market (“TAM”), which we believe we can address over the long-term, and our serviceable addressable market (“SAM”), which we believe we can address within the next three years. We calculate our SAM and TAM based upon the market for new vehicle sales across consumer and commercial vehicles in addition to the lifetime revenue (“LTR”) potential of services, which includes the resale of these vehicles. We estimate our TAM to be $9 trillion and our SAM to be $1 trillion. For more detailed calculations behind the methodologies for vehicle sales and LTR, see the section titled “Business—Our Market Opportunity.”
The consumer and commercial markets we are pursuing are large and rapidly evolving, creating an ideal opportunity for us to leverage a common set of leading technologies and capabilities that can be utilized across both markets. Based on the strength and positioning of our brand, products, and services which address the shifting needs of individual consumers and commercial fleets, we see an opportunity to be a leader in this large TAM.
Consumer Global R1 platform, additional vehicle platforms, and associated lifetime revenue TAM $8,332 B United States, Canada, and Western Europe R1 platform variants and associated lifetime revenue SAM $954 B Commercial Global RCV platform, additional vehicle platforms, and associated lifetime revenue TAM $649 B United States, Canada, and Western Europe RCV platform variants, including EDV, and associated lifetime revenue SAM $209 B
The Rivian Advantage
We designed all aspects of our ecosystem, business model, offerings, and organization to enable a scalable, customer-centric, and efficient approach resulting in key competitive advantages.
Long-Term Growth Strategy
We have made decisions and investments with long-term objectives in mind. We believe maintaining a long-term growth orientation is key to maximizing Rivian’s impact and generating value for all stakeholders. We plan to achieve this by constructing a diverse portfolio of offerings with global appeal and strategically investing in our technology and infrastructure.
Key levers of our growth strategy include:
Financial Performance and Indebtedness
For the years ended December 31, 2019 and 2020, we incurred net losses of $426 million and $1.0 billion, respectively, as we invested in product development and prepared for the initial launch of our vehicles in September 2021. As of June 30, 2021, our total amount of outstanding indebtedness was $3.0 million. In July 2021, we issued $2.5 billion aggregate principal amount of unsecured senior convertible promissory notes (the “2021 Convertible Notes”), which we expect will be converted into Class A common stock in connection with this offering in accordance with their terms. As of September 30, 2021, we had no borrowings under our senior secured asset based revolving credit facility (the “ABL Facility”). Our ability to execute the foregoing growth strategies depends on our ability to maintain sufficient cash flows while continuing to service our outstanding indebtedness.
Recent Developments
Estimated Preliminary Results for the Three Months Ended September 30, 2021 Set forth below are certain preliminary and unaudited estimates of selected financial and other information for the three months ended September 30, 2021 and actual unaudited financial and other information for the three months ended September 30, 2020. The unaudited selected financial and other information for the three months ended September 30, 2021 reflects our preliminary estimates with respect to such results based on currently available information and is subject to completion of our financial closing procedures. Our financial closing procedures for the three months ended September 30, 2021 are not yet complete and, as a result, our actual results may vary from the estimated preliminary results presented here and will not be finalized until after the completion of this offering.
These estimates should not be viewed as a substitute for our full interim or annual financial statements prepared in accordance with U.S. generally accepted accounting practices (“U.S. GAAP”). Further, our preliminary estimated results are not necessarily indicative of the results to be expected for any future period as a result of various factors, including, but not limited to, those discussed in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for prior periods included elsewhere in this prospectus.
The preliminary estimates presented below have been prepared by, and are the responsibility of, management. KPMG LLP, our independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial information. Accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto.
Risk Factors Summary
Our business is subject to a number of risks and uncertainties of which you should be aware before making a decision to invest in our Class A common stock. These risks are more fully described in the section titled “Risk Factors” immediately following this prospectus summary. These risks include, among others, the following:
Corporate Information
We were incorporated on March 26, 2015 as Rivian Automotive, Inc., a Delaware corporation. Our principal executive offices are located at 14600 Myford Road, Irvine, CA 92606, and our telephone number is (888) 748-4261. Our website address is www.rivian.com. Information contained on, or that can be accessed through, our website does not constitute part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only. Investors should not rely on any such information in deciding whether to purchase our Class A common stock.
Implications of Being an Emerging Growth Company
As a company with less than $1.07 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:
Emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to take advantage of this extended transition period for complying with new or revised accounting standards and, as a result, our results of operations and financial statements may not be comparable to the results of operations and financial statements of public companies who have adopted the new or revised accounting standards.
We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (3) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (4) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.
We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.