GoPro Files Proxy for Starman Optical Merger and Restates Financial Reports

On October 19, 2026, GoPro submitted a preliminary proxy to the SEC for its proposed merger with Starman Optical. GoPro amended its 2025 annual filing and its 2026 quarterly filings after accounting errors involving warrant valuations and derivative treatment of convertible debentures. The company said the revisions are non-cash, leave revenue and operating cash flows unchanged for the affected periods, and were accompanied by waivers of defaults under its debt arrangements.

The proxy filing advances the proposed transaction toward a shareholder vote and potential closing, but the materials do not provide a closing date. The waivers remove declared defaults under GoPro's listed financing arrangements, while the restatement changes reported accounting values without changing the stated revenue or operating cash flow figures for the affected periods.

  • 1GoPro filed a preliminary proxy with the SEC for its proposed merger with Starman Optical on October 19, 2026.
  • 2The company amended its Form 10-K for the year ended December 31, 2025, plus Form 10-Q filings for the quarters ended March 31, 2026 and June 30, 2026.
  • 3GoPro said the restatement consists of non-cash accounting adjustments and does not change previously reported revenue or operating cash flows for the affected periods.
  • 4GoPro obtained waivers for defaults under its credit facilities, convertible debentures and senior secured notes.

Sources