You have tried and failed to raise money and/or sell the company, but one of your potential buyers indicates that they might be willing to hire the team. What do you do now? For many companies, this means an acqui-hire.
Your job as CEO is now to convince them that in fact the team is strategic, and the only way they can hire them is to buy out the company they work for. Typically this only makes sense if the target company is a startup without a lot of invested capital or enterprise value. Essentially, the requirements are: a) buyer wants the team; b) can't hire the team without buying the company; and c) cost of buying company and compensating the team is less than cost of hiring an equivalent team.
I have only had one situation where we proactively approached buyers on the basis of an acqui-hire. The founders were feuding and capital was running out. We met with several potential "acquirers" and made our pitch. They then went through a "hire vs buy" analysis, factoring in recruiting costs and time to market, and came back with very low valuation indications. Ultimately the tax benefits of writing off the investment outweighed the negative return of the acqui-hire, and the company ultimately closed a Series A with a reputable VC.
Point being, acqui-hire isn't typically an aspirational strategy around which one prepares offering documents - it is typically a fallback position.