GoPro, Inc. Merger Agreement

GoPro, Inc. has entered into an Agreement and Plan of Merger with Action Acquisitions LLC and Starman Optical, Inc. The agreement outlines a merger where Starman Optical, Inc. will merge with and into GoPro, with GoPro continuing as a subsidiary of Action Acquisitions LLC. The GoPro Board of Directors has unanimously approved the merger, deeming it fair and advisable for stockholders. Each share of GoPro common stock will be converted into a combination of shares of the surviving corporation's common stock and cash, subject to certain adjustments. Outstanding restricted stock units and warrants will also be treated according to the agreement's terms. The merger is contingent upon customary closing conditions, including GoPro stockholder approval and the expiration of any applicable waiting periods under antitrust laws. GoPro has made customary representations and warranties, and has agreed to conduct its business in the ordinary course during the interim period. The agreement includes non-solicitation restrictions for GoPro regarding alternative acquisition proposals. GoPro may terminate the agreement under certain circumstances, potentially involving a termination fee. Midtown Equities LLC has committed to provide funding for the transaction. The filing also includes forward-looking statements and details regarding exhibits filed with the SEC.