On September 1, GoPro announced that it had reached a merger agreement with Starman Optical, a US-based optics company.
Under the agreement, GoPro's existing shareholders will receive a total of approximately $285 million in cash, or around $1.14 per share, while retaining about 10% of the combined company's shares. GoPro's approximately $92 million in debt will be repaid upon the completion of the transaction, and the company will remain listed on the Nasdaq.
The remaining approximately 90% of the shares will be held by Starman.
Picture｜Financial Times
Simply put, this is almost an acquisition of GoPro: Starman takes roughly 90% of the combined company's shares, while GoPro's existing shareholders receive cash and retain a small stake.
Or, more accurately, this is a very typical reverse merger/backdoor listing - yes, even a once-strong company like GoPro has been reduced to a "shell".
As the merged company continues to be listed on the Nasdaq, the originally private optics company has also gained access to the public capital market.
Figure: GoPro
Many friends are curious about who Starman is.
This is a private US optics and photonics company, primarily developing and manufacturing optical transceivers, a type of device that converts data into optical signals for high-speed transmission over fiber optic cables. Following the rapid expansion of AI data centers, optical transceivers have become an increasingly crucial component of infrastructure.
After the merger, Starman's optical transceiver business will be added to GoPro's product portfolio. The two parties plan to further expand the business into markets such as AI data centers, government, defense, robotics, and aerospace. GoPro's existing camera, subscription, and cloud services will continue to be retained.
From surfing, skiing, and extreme sports to AI data centers, defense, and aerospace—this is perhaps the furthest GoPro has ever strayed from cameras in its more than two decades of existence.
To understand how it ended up here, we have to go back to when that camera was first born.
A Surfer and a New Way of Viewing the World
In 2002, 26-year-old Nick Woodman was surfing in Australia and Indonesia, having previously founded two companies, the second of which, Funbug, had failed to survive after catching the tail end of the internet bubble.
This trip was initially meant to be an escape from a scene of failure, but at sea, he encountered a new problem.
He wanted to capture himself surfing, but ordinary cameras at the time found it difficult to get close to surfers in the waves, and professional equipment was prohibitively expensive. Since there was nothing suitable, he tried to make one himself.
Woodman initially tried using a wrist strap to secure the camera.
He borrowed his mother's sewing machine and repeatedly adjusted the size and fixation of the strap, hoping to make the camera wearable on his wrist even underwater.
In its early days, GoPro didn't have the complex terminology of computational photography, high frame rates, and stabilization algorithms that it does now. The first HERO, launched in 2004, even used 35mm film.
Image: No Film School
That year, at a sports equipment fair in San Diego, a Japanese buyer placed an order for $2,000, and GoPro's business was officially underway.
This beginning seems no different from many Silicon Valley startup stories we've seen.
But what's great about GoPro is that it has never just created a small camera, but a way of looking at the world.
In the past, when shooting surfing, photographers stood on the shore, and surfers remained in the frame, with the lens and the person always separated by a distance. Most sports images record you through someone else's eyes.
Once a GoPro is strapped to a wrist, helmet, handlebar, or snowboard, that distance vanishes. When a surfer ducks into the barrel, viewers see the seawater close in around them; when a mountain bike charges down a slope, the frame rattles along with it—the lens becomes seamlessly part of the rider's body and motion.
"Be a HERO" was particularly persuasive in that era.
Ordinary people can wear a camera on their body and become the HERO of their own story.
The advent of smartphones and YouTube subsequently added the final two pieces to the puzzle for GoPro, as people suddenly had access to affordable camera equipment and a platform to share videos with the world.
GoPro has thus evolved from a surfer's small invention into a global imaging culture.
Photo: Philip Bloom
The first HD HERO camera launched in 2009. Woodman later recalled that the company had only seven or eight employees at the time, yet still generated $19.1 million in revenue that year.
By 2013, GoPro's share of the US camera market by sales had reached 45%. In 2014, the company sold approximately 5.2 million devices and generated $1.394 billion in revenue for the year.
In the same year, GoPro listed on the NASDAQ.
Picture｜TIME
On its first day of listing, the company's valuation reached approximately $4 billion, with its stock price briefly exceeding $90. Silicon Valley has not seen a new consumer hardware story this exciting in a long time.
Woodman also stepped into the spotlight, shouldering people's expectations of the next hardware superstar founder.
At the time, Woodman was a young man who always wore a smile, loved surfing, and spoke with passion, putting him in the same league as Silicon Valley's most legendary hardware entrepreneurs, with some in the Valley describing him as the "next Jobs" and seeing GoPro as the "next Apple".
However, creating a new category and defending one are never the same capability.
Latecomers Surpass, GoPro Left Behind
The stock price indicates that capital has never viewed GoPro as a ordinary camera company from the start, and it needs to continuously prove that it can transition from action cameras to a broader market.
After the first wave of surfers, skiers, and cyclists make their purchases, the company must find additional users and also persuade those who have already bought to continue spending.
GoPro entered the capital market's game of demanding continuous growth before it had established its second growth curve.
Where new revenue would come from has been a question that has haunted GoPro for the past decade.
It has attempted to turn motion imaging into a content business and tried to take GoPro to the skies with its Karma drone, later shifting more focus to software, subscriptions, and new forms of imaging.
These directions all made sense at the time and shared a common goal: to prove that GoPro has a future beyond action cameras.
These attempts ultimately failed to grow into a second HERO, to understand the reasons, Nick Woodman is a person who cannot be bypassed.
He loves surfing and travel. He understands why someone would strap a camera to their body, and why shaky, raw first-person footage gets people excited. GoPro's earliest industry-defining products were, to a large extent, born of that firsthand understanding.
Figure | BUSINESS INSIDER
The biggest dilemma perhaps stems from this.
In July 2015, Woodman did an ask-me-anything on Reddit, where someone asked him how he normally arranges his work, and he said he is fortunate to be able to focus most of his energy on things he enjoys, including products, marketing, and the company's overall vision and strategy.
He particularly enjoyed Product Day, where he would sit with engineers and designers to envision the future of GoPro.
Another person asked him what he would do differently if he had to do it all over again. Woodman said he would seek professional help earlier. It took him eight years to realize that running a company doesn't have to be a trial-and-error process, and that there are experienced people outside who can help him.
Image: Fortune
At the time, Woodman spoke casually, as GoPro was still extremely popular in 2015. "Seeking professional help earlier" sounds more like the words of a successful entrepreneur looking back on past experiences.
But what happened later gave those words a different meaning.
This appears to foreshadow the outline of GoPro's problems for the next decade: Woodman was good at creating GoPro, but failed to establish a method to steadily convert the founder's product intuition into organizational capabilities.
Before its initial public offering, GoPro's organization was simple, with sales, marketing, engineering, and design all centered around the product. After going public, in order to develop new businesses such as software, hardware, and media simultaneously, the company gradually evolved into multiple relatively independent business departments, leading to increased bureaucracy and problems with internal communication and collaboration. Following the crisis, GoPro then laid off employees and shut down its entertainment department, returning to its original, flatter structure.
Woodman himself said at the time that they decided to simplify everything and "return to the business we were familiar with and loved as a private company".
People often compare Woodman to Jobs due to his obsessive attention to product detail, but Apple's success also stemmed from the people around Jobs who were able to keep the supply chain and engineering systems in pace with the products, turning the founder's intuition into the company's daily operations.
A great startup can be created by a geek, but a mature consumer electronics giant cannot be run forever by just one geek.
Picture｜Wall Street Journal
Karma, namely GoPro's drone product line, has become a microcosm of the company's problems.
GoPro initially expected to build a team and create its own flying device in about a year, but the actual complexity far exceeded expectations. The project was repeatedly delayed, with the company recruiting drone talent from all over and rapidly increasing research and development investments. By the end, GoPro even had to seek help from external drone experts.
Karma has already been announced to the public, and the company must rush to catch up with the crucial Christmas sales season, with increasingly complex technical issues and a rapidly shrinking timeline for the team.
A few weeks after the product hit the market, the unexpected happened. Some Karma drones suddenly lost power and fell out of the sky mid-flight. The root cause was a basic battery connection issue: during flight, the battery could detach from the interface, cutting power and sending the drone straight down. GoPro recalled roughly 2,500 units just over ten days after launch.
Such a fundamental and fatal design flaw made it through testing and mass production, which is enough to illustrate GoPro's situation at the time: its pace of entering new markets exceeded the organization's ability to digest complexity.
Forbes' report at the time also used a cleverly worded title, "The Sky Is Falling For GoPro", which referred to both the drone falling from the sky and the idea that GoPro was in trouble.
Picture｜Forbes
The hardware market does not reserve a place for pioneers. While GoPro was busy dealing with its crisis, DJI, which was originally behind it, has caught up.
Shortly after Karma's release, DJI launched the smaller and cheaper Mavic Pro, and while GoPro was still dealing with the recall, DJI was already selling its foldable drone globally.
DJI and GoPro were not even enemies to begin with.
When the first-generation Phantom drone took to the skies, the device hanging underneath it, acting as its "eyes," was a GoPro. Woodman and Wang Tao once discussed jointly developing a drone, but the collaboration ultimately fell through. Years later, GoPro released the Karma, while DJI released the Mavic, with the two companies becoming competitors in the same arena.
Figure | CineD
The rest of the story is more familiar. In 2019, DJI launched the first-generation Osmo Action. Meanwhile, Insta360, founded in 2015, started with panoramic cameras and entered the action camera market in 2017.
DJI has brought stabilization, gimbals, and drone ecosystems to the field. Insta360 has changed the relationship between shooting and composition with 360-degree shooting and post-production framing.
These manufacturers are starting to take away GoPro's market share, more importantly, they are starting to answer the question of "what should next-generation action cameras be" that was originally supposed to be answered by GoPro.
GoPro is still updating its HERO line, continuing to enhance resolution, stabilization, and accessories, and the products it makes remain competitive, they just increasingly feel like answers to the question of how to make a better GoPro.
Figure | Mashdigi
In Japan's 2025 retail data, DJI and Insta360 accounted for 40.1% and 37.9% of local action camera sales, respectively, with GoPro taking the remaining 18.9%.
Others are constantly redefining the market created by GoPro, while GoPro itself is staying put, guarding its own name.
This may perhaps be a good enough ending for GoPro today.
After the transaction closes, $92 million in debt will be repaid, and existing shareholders will receive cash while retaining roughly 10% of the combined company. GoPro will not need to delist, and its brand, cameras, and subscription services will continue to operate.
The name that has been stuck in action cameras for an increasingly long time has suddenly found a new home. The merger announcement simultaneously mentioned GoPro, AI data centers, and optical transceivers for the first time, followed by defense and aerospace.
Starman is going public using GoPro's shell, while GoPro is using Starman's business to exit the story that has trapped it for over a decade.
Nick Woodman's experience has thus taken on a somewhat poignant tone.
He certainly cannot be considered a failed entrepreneur.
On the contrary, he has accomplished what the vast majority of entrepreneurs cannot achieve in a lifetime. He created a category, turning a small device made to take selfies while surfing into a global brand, and ultimately took it public on the Nasdaq. More importantly, he changed the relationship between lenses and people.
Woodman has always been more like a believer in products, believing in better cameras and more liberated shooting methods, and that people will always need to record moments that are worthy of being a HERO.
But the topics the business world presented to him later were far more complex, as companies needed to establish organizations, maintain growth, and provide the next direction when old markets started to become crowded. GoPro has come up with many answers, but it has never found a second product that can match the HERO.
So can this acquisition be considered a timely relief for GoPro today?
GoPro has lived on: the brand is still here, the cameras are still here, and the name that reads GoPro may even make its way into a world far bigger than action cameras.
The possibility that once existed - that GoPro, created by a surfer, would grow into the next great consumer tech company - is probably forever stuck in the past.