GoPro has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission in connection with its previously announced proposed merger with Starman Optical. Both companies said they remain committed to completing the transaction on the previously announced terms and are working through the remaining closing steps.
The filing represents a formal step in the shareholder-approval process. GoPro founder and CEO Nicholas Woodman said the company is working closely with Starman to advance the transaction, while Starman Holding CEO Charles Tebele said the proxy filing signals that the combination remains on track.
Alongside the merger update, GoPro disclosed amendments to its 2025 annual report and its first- and second-quarter 2026 reports to restate certain previously issued financial statements. The restatement relates to accounting errors involving the valuation of warrants issued in 2025 under debt agreements and the accounting for an embedded conversion derivative liability tied to convertible debentures issued in February 2026.
GoPro said the restatement consists of non-cash accounting adjustments and does not affect previously reported revenue or operating cash flows for the impacted periods. Because the historical accounting errors and restatement constituted defaults or events of default under certain credit facilities, convertible debentures, and senior secured notes, the company requested and obtained waivers from the relevant lenders and holders.
The company said additional details about both the restatement and proposed merger are available in its SEC filings. GoPro makes cameras and related products under brands including HERO, MAX, and MISSION, while the pending transaction with Starman Optical remains subject to the shareholder and closing processes described in the proxy materials.
KEY QUOTES:
“Filing the preliminary proxy is the next step toward closing, and we’re working closely with Starman to complete the remaining steps efficiently.”
Nicholas Woodman, Founder And CEO Of GoPro
“Both companies and management teams remain fully aligned and committed to completing the proposed transaction on the previously announced terms as quickly as possible.”
Charles Tebele, Chief Executive Officer Of Starman Holding
