Begin entered chapter 11 with a prenegotiated plan framework. The RSA executed on December 16, 2025 and the Combined Plan and Disclosure Statement filed on December 23 outline a restructuring designed to eliminate about $106.5 million in funded debt and raise at least $20 million in new Series A preferred equity. The plan also contemplates debt-for-equity conversion and a possible roll-in of up to $10 million from the DIP facility as part of the exit capitalization.
With the plan on file and a confirmation hearing set for February 20, 2026, the debtors are pursuing a compressed timeline for solicitation and confirmation. The RSA was negotiated with noteholders including Magnetar Capital and secured convertible noteholders, and the restructuring targets debt reduction of more than half while preserving operations across HOMER, codeSpark, KidPass, and Little Passports. The debtors reported about $1.7 million in cash on hand at filing, making the DIP facility central to near-term liquidity.
| Restructuring element | Detail |
|---|
| Debt reduction target | Eliminate about $106.5 million of funded debt and interest obligations |
| New capital | At least $20 million of Series A preferred equity |
| DIP roll-in | Up to $10 million may roll into exit financing |
| Plan documentation | Combined plan and disclosure statement filed December 23, 2025 |
| Target schedule | Confirmation hearing set for February 20, 2026 |
Funded debt stack. The company’s prepetition debt was concentrated in secured convertible notes and bridge financing.
| Facility | Principal | Interest Rate | Priority |
|---|
| Magnetar senior secured convertible notes | ~$99.84 million | 14.5% | 1st lien |
| 2023 senior secured bridge notes | ~$11.38 million | 18.0% | 1st lien (A/R & inventory) |
| Secured mezzanine note (Marbruck) | ~$19.19 million | 15.0% | 3rd lien |
| Secured convertible notes (Sesame/Pottruck) | ~$6.86 million | 12.0% | 4th lien |
| Unsecured post-closing payments | ~$56.80 million | 8.0% | Unsecured |
| Total funded debt | ~$205.5 million | | |
The first-lien bridge notes are secured by accounts receivable and inventory, while the mezzanine and secured convertible tranches sit behind the first-lien positions. The unsecured post-closing payments reflect acquisition-related obligations built into the 2021 expansion strategy. The debtors reported assets and liabilities in the $100 million to $500 million range, highlighting a balance sheet dominated by funded debt.
DIP financing. The debtors obtained interim approval for a $10 million DIP facility from [212]MEDIA, LLC. The DIP Motion outlined the facility terms.
| DIP Term | Value |
|---|
| Total facility | $10 million |
| New money | ~$3.24 million |
| Roll-up of prepetition bridge loan | ~$6.76 million |
| Interest rate | 14% per annum (17% default) |
| Commitment fee | 3% |
| Status | Interim approval (December 19, 2025) |
The structure leaves roughly one-third of the facility as new money and rolls the balance of a prepetition bridge loan into DIP priority. Combined with the $1.7 million cash balance reported at filing, the DIP facility served as the primary liquidity source while the debtors pursued plan confirmation.
Case schedule. The court set a confirmation hearing for February 20, 2026, roughly two months after the petition date.
| Date | Milestone |
|---|
| December 16, 2025 | RSA executed with prepetition noteholders |
| December 17, 2025 | Chapter 11 petitions filed; first day motions submitted |
| December 19, 2025 | Interim orders entered; DIP financing approved |
| December 23, 2025 | Combined Plan and Disclosure Statement filed |
| January 8, 2026 | Final and second interim first-day orders entered; UCC appointed |
| January 13, 2026 | Order authorizing abandonment of office furniture and equipment |
| January 14, 2026 | Motion filed to extend schedules and statements deadline to January 28, 2026 |
| January 26, 2026 | 341 meeting held and continued |
| February 3, 2026 | Omnibus hearing scheduled |
| February 20, 2026 | Confirmation hearing (subsequently continued) |
| March 10, 2026 | Omnibus hearing and retention-application hearings |
| April 1, 2026 | Oracle America files objection to cure/assumption provisions |
| April 3, 2026 | Certification of ballots filed |
| May 14, 2026 | Omnibus hearing scheduled |
As of April 2026, confirmation remains pending. The originally scheduled February 20, 2026 confirmation hearing was continued. Oracle America, Inc. filed an objection to cure and assumption provisions on April 1, 2026, and a certification of ballots was filed on April 3, 2026. The next omnibus hearing is scheduled for May 14, 2026.
The court granted joint administration for five affiliated debtors and entered a series of interim and final first-day orders. CEO Neal Shenoy's First Day Declaration described the company's operations, debt structure, and the need for immediate relief. A second interim cash management order authorized continued use of existing bank accounts and intercompany transactions, with section 345(b) compliance required by February 17, 2026. Final orders approved utilities assurance procedures, insurance coverage, and continued payment authority for key operating expenses.
| First-day relief | Status / Key terms |
|---|
| Cash management | Second interim order entered January 8, 2026; section 345(b) compliance due February 17, 2026 |
| Utilities | Final order entered January 8, 2026; adequate assurance procedures approved |
| Insurance | Final order entered January 8, 2026; continuation and payment authority granted |
| Critical vendors | Final order entered January 8, 2026; payments up to $1.5 million |
| Wages and benefits | Final order entered January 8, 2026; payments up to $700,000 |
| DIP financing | Interim order entered December 19, 2025; $10 million facility |
| Claims agent | Stretto approved; $20,000 retainer |
Vendor and employee payment authority. The Final Critical Vendor Order increased the cap on critical vendor payments to $1.5 million, and the Final Wages Order authorized up to $700,000 in prepetition wage and benefit payments. The debtors reported approximately $660,660 in prepetition employee obligations and carried forward benefits programs postpetition.
Interim relief had originally capped critical vendor payments at $300,000 and wage and benefit payments at $125,000. The final orders expanded those limits after the debtors documented the operational need to continue vendor relationships and maintain payroll continuity during the restructuring.
Claims administration and reporting. Stretto, Inc. was approved as claims and noticing agent and later as administrative advisor, with a $20,000 retainer and court-approved compensation terms. The court also authorized abandonment of office furniture and equipment. A Rule 2015.3 report disclosed that Begin owned 100% interests in Begin Early Learning Private Limited and Begin Early Learning USA, Inc., both non-operating entities.
The court also granted joint administration, approved pro hac vice admissions for out-of-state counsel, and authorized the debtors to file creditor lists under seal with personal identifier redactions to protect consumer and employee data.
Hearing calendar. Omnibus hearings were set for February 3 and March 10, 2026. A 341 meeting was held on January 26, 2026 and continued to a date to be determined.
Committee appointment. The U.S. Trustee appointed a three-member Official Committee of Unsecured Creditors on January 8, 2026. The members are Stella Ma, Solomon Liou, and Grant Hosford—founders of Little Passports, KidPass, and codeSpark, respectively.
Professional retention. Reitler Kailas & Rosenblatt LLP serves as lead counsel with Bayard, P.A. as Delaware co-counsel. The debtors filed to retain Eisner Advisory Group as financial advisor. The Official Committee of Unsecured Creditors sought authority to retain Jenner & Block LLP, Pashman Stein Walder Hayden, P.C., and Novo Advisors LLC, with objections due February 9, 2026 and a March 10 hearing.
| Role | Firm | Status |
|---|
| Debtors’ lead counsel | Reitler Kailas & Rosenblatt LLP | Retained |
| Debtors’ Delaware counsel | Bayard, P.A. | Retained |
| Debtors’ financial advisor | Eisner Advisory Group | Application pending |
| UCC lead counsel | Jenner & Block LLP | Application pending |
| UCC Delaware counsel | Pashman Stein Walder Hayden, P.C. | Application pending |
| UCC financial advisor | Novo Advisors LLC | Application pending |
| Claims and noticing agent | Stretto, Inc. | Approved |
Additional postpetition filings included a notice of appearance by DKH Capital, LLC and a motion to extend the schedules and statements deadline to January 28, 2026. The initial 341 meeting took place on January 26, 2026 and was continued, underscoring the early stage of the case as plan solicitation and disclosure statement approval proceed.
Begin traces to a company founded in 2012 by Neal Shenoy, with Stephanie Dua later joining as co-founder and president. Dua’s background included senior roles in public education and a tenure as CEO of the Fund for Public Schools in New York City, where she raised more than $165 million for literacy and teacher-training initiatives.
Company profiles describe Begin as a New York-based EdTech platform co-founded by Neal Shenoy, Noelle Millholt, and Stephanie Dua, backed by strategic investors including LEGO Ventures and Sesame Workshop. Crunchbase lists Begin among Crain’s 100 Best Places to Work in New York City during its growth period.
The platform took shape through a merger of Speakaboos and Homer in 2016. Speakaboos, founded in 2008, built a library of interactive storybooks and songs for young children, while Homer focused on reading instruction through thousands of activities. The combined company employed 55 people and consolidated under the HOMER brand.
Speakaboos reported users averaging 21 minutes per session and about 56 stories per month, while Homer users averaged 18 minutes per session and roughly 70 lessons per month. The merger came against the backdrop of concerns about early literacy, including data showing only 36% of fourth-graders were proficient in reading (2015).
EdSurge reported that the transaction closed around Thanksgiving 2016, with Speakaboos co-founder Neal Shenoy serving as CEO and Homer founder Stephanie Dua becoming president and COO. At the time, Speakaboos had raised $25.2 million and Homer had raised $3.4 million, giving the combined company a larger capital base to scale early-learning content.
Research-based learning model. Begin positioned HOMER around research-based curriculum and engagement metrics, with early academic partnerships and claims about learning outcomes.
Fast Company said HOMER used a research-based approach to build reading skills for children ages two to eight and incorporated academic skills like math alongside problem-solving and social-emotional learning. The platform was named one of Fast Company’s 10 most innovative education companies of 2021 as families adopted remote learning tools during school shutdowns.
Begin’s demand spiked during the pandemic. In 2020, the company reported 280% growth in annual subscriptions, with website subscriptions up 230% and users completing 30% more lessons. The company said it had achieved 80%+ year-over-year growth since launch. The momentum supported a $50 million Series C round and an additional $25 million in growth funding, bringing total funding to roughly $93 million.
The 2020 financing brought in strategic investors and board members from Sesame Workshop, LEGO Education, and Gymboree Play & Music. At the time, Begin reported 130 employees and “tens of millions” in annual revenue from “hundreds of thousands” of subscribers paying $60 to $120 annually for digital products.
The investor group included LEGO Ventures, Sesame Workshop, Gymboree Play & Music, 3One4 Capital, Trustbridge Partners, and Interlock Partners. Begin added board members from the strategic investors, including Steve Youngwood (Sesame Workshop), Jyoti Parikh (LEGO Education), Xinkai Chen (Gymboree Global Education Group), and Michael Cohn (GSV), reflecting the blend of education, media, and consumer-brand expertise the company sought as it scaled.
Begin said the funding would expand HOMER’s curriculum into math, critical thinking, and social-emotional learning, and would pair digital subscriptions with physical activity kits. Gymboree’s 700+ play centers were positioned to deliver in-person instruction tied to the HOMER curriculum.
codeSpark (May 2021). Begin’s codeSpark acquisition extended the platform’s age range and added STEM content for children ages 4–10. codeSpark’s co-founder Grant Hosford traced the idea to questions from his young daughters about how computers work, citing research from Tufts and MIT that children as young as four can learn foundational coding concepts; he later partnered with co-founder Joe Shochet to build the program. An industry profile said more than 20 million kids in 201 countries had used the app and described curriculum development with MIT and Princeton researchers.
codeSpark reported more than 20 million downloads, use in over 40% of U.S. elementary schools, and an 80%+ average annual growth rate in the three years before the deal. The platform reported that 54% of its users were girls — the highest share among coding platforms — and was part of Apple's global "Everyone Can Code" initiative. The company previously raised a $4.1 million seed round led by Kapor Capital, bringing total pre-acquisition funding to $5.45 million.
KidPass (August 2021). The KidPass acquisition brought a marketplace with 5,000+ activity providers offering music, dance, STEM, sports, academic tutoring, languages, and camps. KidPass was founded by Solomon Liou, Aaron Kaufman, and Chhay Chhun, participated in Y Combinator's Winter 2017 batch, and raised $5.1 million in a Series A led by Javelin Venture Partners after a $1.2 million seed round. When in-person activities halted in March 2020, KidPass rebuilt its platform for virtual classes, with online bookings growing 125 times in the first five months. The platform reported more than 1 million parents, over 500,000 bookings, and $10 million in enrollments before the transaction.
Little Passports (December 2021). Begin’s Little Passports acquisition added a subscription box line with retail distribution. Little Passports was founded in 2009 by Stella Ma and Amy Norman, who started the business after meeting at eBay and set out to build a hands-on way for kids to learn about countries, cultures, and the 50 states. The company offers five subscription programs alongside standalone toys, games, and activity kits, and its products have earned awards from National Parenting Publications, Parent's Picks, and Academics' Choice.
Little Passports reported shipping more than 10 million activities and expanding into 1,000+ Target stores, with an 87% customer satisfaction rating. The subscription box line targets children ages 3–12 and is priced at about $25 per month.
The three acquisitions broadened Begin’s addressable age range from early readers to elementary-aged learners and pushed the company into new distribution channels. codeSpark extended digital learning into STEM and coding, KidPass added a marketplace for live and on-demand activities, and Little Passports introduced tangible products with national retail placement. The company’s CEO said the Little Passports deal provided access to tangible products and a pipeline to retailers, reinforcing the shift away from a single-app model.
By late 2021, Begin said its combined portfolio served over 4 million families across digital subscriptions and physical products.
Begin’s portfolio blended subscription-based apps, activity marketplaces, and physical product distribution. HOMER operated as a direct-to-consumer subscription app, with annual pricing in the $60 to $120 range and a base of hundreds of thousands of paying subscribers. codeSpark expanded the digital footprint into coding and STEM content for early elementary students, while KidPass connected families to local and virtual activities across a broad set of categories. Little Passports added a physical subscription box business with retail exposure, putting Begin into both subscription and retail aisles.
The mix reflects the company’s 2021 strategy to diversify beyond a single app. Partnerships with Gymboree Play & Music introduced an in-person channel for HOMER-based instruction, while Little Passports’ retail presence added non-digital touchpoints and a recurring shipments model alongside app subscriptions.
| Brand | Scale indicators | Source |
|---|
| HOMER | 280% subscription growth, 230% website subscription growth, 30% more lessons completed in 2020 | TechCrunch |
| codeSpark | 20M+ downloads; used in 40%+ of U.S. elementary schools | PRNewswire |
| KidPass | 1M+ parents; 500,000+ bookings; $10M enrollments | PRNewswire |
| Little Passports | 10M+ activities shipped; 1,000+ Target stores; 87% customer satisfaction | PRNewswire |
These metrics reflect the company’s effort to build multiple revenue and engagement channels. Digital subscriptions anchored the portfolio, while KidPass introduced a transaction-driven marketplace model and Little Passports added recurring physical shipments and retail exposure. Management’s 2020 plans to pair digital subscriptions with physical activity kits and in-person instruction at Gymboree centers underscored a strategy to move beyond app-only customer relationships.
The platform mix also created cross-marketing opportunities, with KidPass activity bookings introducing families to Begin’s digital subscriptions and Little Passports placing the brand in mainstream retail aisles.
Begin’s restructuring followed a decade of product launches, mergers, and acquisitions that expanded the platform from a reading app into a multi-brand portfolio.
| Year | Milestone | Source |
|---|
| 2008 | Speakaboos founded | EdSurge |
| 2012 | BEGiN founded by Neal Shenoy | EdSurge |
| 2013 | Homer app launched, focusing on reading lessons | EdSurge |
| 2016 | Speakaboos acquires Homer; brands combined under HOMER | EdSurge |
| 2020 | $50 million Series C plus $25 million growth funding | TechCrunch |
|
Industry context: consumer EdTech funding shift
Funding conditions for consumer-focused EdTech shifted after 2021, with capital reallocating toward enterprise and district-focused models. HolonIQ reported that global EdTech venture investment declined from a $20.8 billion peak in 2021 to $2.4 billion in 2024, while Reach Capital cited U.S. EdTech funding of $2.8 billion in 2023. Crunchbase News reported that edtech startups raised about $10.6 billion in 2022 and only around $1 billion so far in 2024, with roughly $2.8 billion in 2025 as activity stabilized.
Reach Capital attributed the decline to factors including the return to classrooms and offices, inflation-driven consumer spending pullbacks, and the relative predictability of school district budgets compared with direct-to-consumer sales. The firm said consumer education plays were missing from the year’s top deals and that seed funding for pure-play consumer EdTech became “nearly extinct.” HolonIQ described a shift toward sustainability and profitability over rapid expansion as investors repriced risk and focused on fundamentals.
HolonIQ also noted that between 2019 and 2022 there were more than 115 funding rounds above $100 million, but 2024 marked the lowest level of EdTech investment in a decade. That reset reduced the availability of late-stage capital that had fueled acquisition-heavy strategies in the prior cycle.
While funding slowed, market-size research still projects growth in early childhood segments. Market.us estimates the global early childhood EdTech market at about $13.4 billion in 2024 with a projected $55.6 billion by 2034, implying a 15.3% CAGR. The firm also estimates a $5.0 billion U.S. market in 2024 with a 16.2% CAGR and notes that nursery schools represented about 37.2% of the 2024 market share.
The projections underscore the size of the early childhood segment that Begin targeted with HOMER, but the funding data show that consumer-focused models faced the sharpest pullback. Begin’s portfolio mixed direct-to-consumer subscriptions with pockets of institutional adoption—such as codeSpark’s reported use in 40%+ of U.S. elementary schools—yet its core revenue model remained tied to household spending and consumer subscriptions.
What is Conscious Content Media (Begin)?
Conscious Content Media, Inc. is the parent company of Begin, which operates HOMER and acquired brands codeSpark, KidPass, and Little Passports. HOMER focuses on early reading and learning for children under five, while the broader portfolio covers digital learning, coding, activities, and subscription boxes.
Why did Begin file chapter 11?
The company said its expansion strategy outpaced its ability to turn a profit. The filing followed a December 16, 2025 restructuring support agreement with noteholders and reflects the company’s $205.5 million funded debt load.
What does the restructuring plan propose?
The combined plan and disclosure statement seeks to eliminate about $106.5 million of funded debt, convert portions of remaining secured debt to equity, and raise at least $20 million of new Series A preferred equity.
How much DIP financing did the company receive?
The court approved interim DIP financing of $10 million from [212]MEDIA, LLC. The facility includes about $3.24 million of new money and a $6.76 million roll-up of prepetition bridge loans, with interest at 14% per annum (17% default) and a 3% commitment fee.
When is the confirmation hearing scheduled?
The confirmation hearing was originally scheduled for February 20, 2026 but was subsequently continued. As of April 2026, confirmation remains pending. Oracle America filed an objection to cure and assumption provisions on April 1, 2026. The next omnibus hearing is scheduled for May 14, 2026.
Which brands are included in the Begin platform?
Begin operates HOMER for early reading, codeSpark for learn-to-code instruction, KidPass for activity bookings, and Little Passports for subscription-based educational kits.
How much venture funding did Begin raise before the filing?
Begin reported roughly $93 million in total funding, including a $50 million Series C round and an additional $25 million in growth financing. Strategic investors included LEGO Ventures, Sesame Workshop, and Gymboree Play & Music.
What assets and liabilities did the company report at filing?
The debtors reported assets and liabilities in the $100 million to $500 million range.
Who are the key secured creditors?
The funded debt includes Magnetar senior secured convertible notes, 2023 senior secured bridge notes, a secured mezzanine note held by Marbruck, and secured convertible notes held by Sesame/Pottruck.
Who is on the official committee of unsecured creditors?
The U.S. Trustee appointed a three-member committee consisting of Stella Ma, Solomon Liou, and Grant Hosford.
Who is the claims agent for Conscious Content Media (Begin)?
Stretto, Inc. serves as the claims and noticing agent. The court-authorized role in this case anchors creditor notices and claims-register administration to the filed retention and noticing record.
For more bankruptcy case analyses and restructuring insights, visit ElevenFlo's bankruptcy blog.
