GoPro says Starman Optical merger remains on track and restates past financials

GoPro said on October 19, 2026 that it has filed a preliminary proxy statement for its previously announced proposed merger with Starman Optical, Inc. The company said it remains committed to completing the proposed transaction on the previously announced terms.

Nicholas Woodman, Founder and CEO of GoPro, said the preliminary proxy statement is the next step toward closing, and that GoPro is working closely with Starman to complete the remaining steps efficiently. Charles Tebele, Chief Executive Officer of Starman Holding, said both companies and their management teams remain fully aligned and committed to completing the transaction on the previously announced terms as quickly as possible.

GoPro said it has amended its 2025 annual report and its quarterly reports for the quarters ended March 31, 2026 and June 30, 2026, to restate previously issued financial statements. The restatement corrects accounting errors for certain warrants issued in 2025 in connection with its debt agreements, errors for warrants tied to its 2025 credit agreement, and the measurement of an embedded conversion derivative liability tied to convertible debentures issued in February 2026.

GoPro said the historical accounting errors and the restatement constitute a default or event of default under each of its credit facilities, convertible debentures and senior secured notes. It said it has requested and obtained waivers from default under each of the facilities, convertible debentures and senior secured notes.