GoPro alongside Starman Optical announced that it has filed a “Preliminary Proxy Statement” with the U.S. Securities and Exchange Commission (SEC) in connection with its previously announced merger proposal with Starman Optical .
GoPro founder and CEO Nicholas Woodman commented as follows:
“Filing the preliminary power of attorney is the next step toward closing the deal, and we are working closely with Starman Optical to efficiently complete the remaining procedures.”
“Both companies and their management teams remain fully aligned and committed to completing the proposed transaction as quickly as possible, based on the previously announced terms.”
“The filing of today’s preliminary proxy solicitation letter is another indication that we are on track.”
GoPro also announced that it has filed amended filings with the SEC for its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and its Quarterly Report for the quarter ended June 30, 2026.
These adjustments are intended to correct certain previously published financial statements, resulting from accounting errors in the valuation of certain warrants issued in connection with the company’s debt agreements in 2025, accounting errors in certain warrants issued in connection with credit agreements in 2025, and the measurement of embedded convertible derivative liabilities related to convertible bonds issued in February 2026. The adjustments involve non-cash accounting adjustments and will not affect the company’s previously reported earnings or operating cash flows for the affected period.
Past accounting errors and the resulting adjustments constitute a default or event of default with respect to each of the company’s credit facilities, convertible bonds, and senior secured bonds. Therefore, the company requested and obtained a waiver of default for each of these facilities, convertible bonds, and senior secured bonds.
For further details regarding the amendments to the financial statements and the proposed merger, please refer to the company’s SEC filings, including its Status Report on Form 8-K filed on October 16, 2026.
Merger has led to concerns about GoPro’s Independence, Data Mining
GoPro and their merger with Starman Optical announcement came after popular YouTuber Mark Fishbach, known online as Markiplier, announced he was a shareholder in GoPro. There was speculation about Mark’s involvement, but it is known Mark is very much against the trends regarding AI. Mark himself mentioned in a livestream about his concerns with the merger, reflecting skepticism about the merger amongst GoPro users and shareholders. It remains to be seen what will come from the merger.
