Electric Last Mile Solutions Inc (ELMSQ)

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The S-1 was primarily registering warrant shares, earn-out shares, founder shares, private placement units etc. that were part of the SPAC merger deal, and the shares are being registered for resale by the eventual owners of those shares, not ELMS. So it's not a share offering in the usual sense, just registering the shares that were part of the merger deal - traders always get spooked by these, so they present a good dip if one is looking. The company doesn't receive proceeds from these shares aside from warrants that may be exercised, though the sponsor, execs, etc. will get assorted incentive shares once the benchmarks of $12, $14, and $16 have been sustained for 20 out of 30 consecutive days respectively. This is standard chowder for SPACs.

Here's the equivalent S-1 for FS* that was filed shortly after its merger was consummated: https://www.sec.gov/Archives/edgar/data/1720990/000119312520289193/d92481ds1.htm

Here's the equivalent S-1 for Q* shortly after its merger: https://www.sec.gov/Archives/edgar/data/1811414/000119312520320220/d53940ds1.htm

So this S-1 is just part of the process of registering already-disclosed eventual shares that were part of the SPAC merger deal.

Here's the ELMS S-1 which is worth reading in full even though it's long and tedious....
https://docoh.com/filing/1784168/0001213900-21-038397/ELMS-S1

The OS barely changed after the "offering" because the vast majority of these shares have not been issued yet - they will be once certain pps benchmarks are reached and once warrants are redeemed. Here's a screencap of that portion: