GoPro files preliminary proxy statement for Starman Optical merger

GoPro has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission regarding its proposed merger with Starman Optical. The transaction involves Starman Optical, a private firm that manufactures optical transceivers for AI data centers, agreeing to acquire GoPro for $285 million, or approximately $1.14 per share. Under the terms, existing GoPro shareholders will retain about 10 percent of the combined company, while Starman Optical owners will hold 90 percent. Starman Optical also intends to pay down GoPro’s $92 million outstanding debt at closing. GoPro will continue to be a publicly traded stock.

In conjunction with the merger update, GoPro disclosed amendments to its 2025 annual report and its 2026 quarterly reports to restate certain financial statements. The restatements stem from accounting errors related to the valuation of warrants issued in 2025 and the measurement of embedded conversion derivative liabilities associated with convertible debentures issued in February 2026. GoPro noted that these are non-cash accounting adjustments that do not impact previously reported revenue or operating cash flows. The company has obtained waivers from lenders and noteholders regarding defaults triggered by these accounting errors.