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New York-based Conscious Content Media and its affiliates on Wednesday filed for Chapter 11 bankruptcy protection in Delaware, disclosing more than $205 million in debt and unveiling a restructuring plan supported by prepetition noteholders.

The filing encompasses Conscious Content along with four affiliates — CCM Merger Sub II Inc., CodeSpark Inc., KidPass Inc., and Little Passports Inc. — reporting between $100 million and $500 million in assets and liabilities, according to a first-day declaration by CEO Neal Shenoy.

Debt Composition and Restructuring Plan

The company’s $205.5 million debt consists of $99.84 million in Magnetar senior secured notes, $11.38 million in 2023 senior secured bridge notes, and $56.8 million in unsecured post-closing notes.

On Dec. 16, Conscious entered into a restructuring support agreement with prepetition noteholders, including Magnetar Capital and secured convertible noteholders. This agreement underpins the Chapter 11 plan, which aims to:

• Eliminate about $106.5 million in debt and related interest obligations

• Provide at least $20 million in new capital to fund restructuring and ongoing operations

Shenoy said the plan “will facilitate a seamless transition to a sustainable business with a strengthened balance sheet, access to capital, and ability to operate profitably in the near term.”

Strategic Acquisitions and Market Headwinds

Conscious, also known as Begin Learning, acquired CodeSpark, KidPass, and Little Passports in 2021 to expand its educational software offerings for children ages 2 to 10. The acquisitions were funded with a combination of cash, earn-outs, common stock, and post-closing payments.

Despite raising “significant capital” and anticipating revenue growth, the company faced post-pandemic headwinds as consumer demand normalized. Shenoy cited rising customer acquisition costs, higher marketing expenses, and challenges in raising equity capital under shifting market conditions.

Creditors and Educational Mission

Conscious lists up to 1,000 creditors, including top unsecured claim holders Stella K. Ma ($6.9 million) and Amy Norman ($6.6 million), both tied to Little Passports’ post-closing notes.

The company provides educational programs for children focusing on social-emotional learning, reading, mathematics, coding, creativity, and enrichment, aiming to develop core 21st-century skills.

A representative for the debtor did not respond to requests for comment Thursday. Daniel Brogan of Bayard PA represents the filing.

The Conscious Content filed for Chapter 11 filing sets the stage for a significant restructuring aimed at stabilizing operations while maintaining its focus on educational technology for children.