Those very thoughts crossed my mind.
"merger was maybe invented because he knew all this [e.g., the standoff between Dean and Jeff over capital structure/governance] was coming. What private co is so desperate that this is their best candidate?"
Jeff is skillful in disclosing the LOI as a tactic to pressure Dean to end the standoff - i.e., allow the recap that removes the odious Series A conversion. Basically saying - the RM is a positive outcome for you, but you can f*ck it up by continuing to obstruct - and end up with nothing.
Its appears to be a well-planned gambit.
Your second thought is also true - what excuse for a company wants to reverse into this mess - other than QASPs ability to attract eyeballs (Aha - that's valuable for internet companies).