It's the leveraged buyout playbook. You buy a company and use its own assets to secure a loan. Then you "find efficiencies" (strip it for parts to pay yourself and the creditors).
This debt will carried by company resulting from merge. It might be not classic leveraged buyout but if they have any trouble with repaying it, it will end in asset liquidation all the same.
I think you could frame the debt as lacking necessity but presenting opportunity.
So you're taking a big, but slow-changing auction website and stapling it to a dying brick-and-mortar retail business which survives on meme stock issuance and their die-hard fanbase gambling.