GoPro's Sudden Merger and Markiplier's Surprising Role Explained

GoPro's Sudden Merger and Markiplier's Surprising Role Explained

GoPro experienced a dramatic stock surge after Markiplier, its largest shareholder, posted a sponsored video. The company then announced a merger with a little-known firm, sparking confusion and speculation about a possible pump and dump. This video examines the unusual sequence of events and the questions surrounding the deal.

I looked into the GoPro acquisition. Something’s weird…. | Transcript:

Something crazy just happened to GoPro, and I think a lot of people missed a very important detail. Markiplier posted a sponsored GoPro video, and days later, everyone found out he was GoPro's biggest shareholder. The stock more than doubled in two days. Then, out of nowhere, GoPro agreed to merge, with a company almost no one had heard of. All within about five days. People were confused, and a bit suspicious. Some began to ask: "Did Markiplier pump and dump?" But, I think, Mark might be the least strange part of this whole thing.

There's something everyone seemed to miss. GoPro's margins had fallen from 32% to 4% in a year. That company they merged with was incorporated the day before the deal. And GoPro is staying on the stock market? What the heck is going on at GoPro? So, to understand all these wild events, let's go back to that first video. On August 27th, Markiplier uploaded a sponsored GoPro video. A very normal, inconspicuous video. But immediately after, a weird series of events took place. On August 31st, Bloomberg reported that Mark had accumulated an 8.5% stake in GoPro. Markiplier told Bloomberg, "It blows my mind

what it can do in such a small package," "They have a big future with this camera coming out opening up a new segment for them." He also said, "I saw the stock and where it was, I was like that seems undervalued. It's just something I've been cooking in the background; I want the company to succeed." Within a day, the media all began sharing it. "8.5% stake", "biggest shareholder", "Undervalued". This sent the stock into a frenzy. The stock closed up 46% on August 31st, then another 80% on September 1st. Then, on September 1st, GoPro announced it would be merging, with a company called Starman Optical. They said "shareholders will receive an aggregate

cash payment of $285 million, or $1.14 per share" At this price, Markiplier will get $15 million. Business Insider estimated his profit at about $5 million. At this point, a bunch of people began to notice this pattern of events. So… did Markiplier pump & dump everybody? Mark had been accumulating stock for months. So no. Not by a long shot, did he pump and dump. It was July 13th that he had reached the amount that triggered a disclosure obligation. Then, after a lot of processing time, his ownership was made public on August 20th (show last page).

He also told Business Insider, "I'm not going to lie, I'm disappointed, [about the merger]" "I would vote against the deal." But, he couldn't do anything about it. He had acquired Class A shares, meaning even though he was the largest shareholder, he only had a small amount of voting power, compared to Class B shares, which get 10 votes each. And when you take a step back… Markiplier investing in GoPro, makes a lot of sense. He's done some extremely ambitious projects over the years, most of all: Iron Lung.

A professional, self-funded, self-acted, written, and directed feature-length film, which grossed over $50 million at the box office… with around a $5 million budget. Some of the special effects were rendered using a whole bunch of Mac Studios, in his bathroom. This is the story of this funny photo of him showing Tim Cook So, a filmmaker investing in a camera company, which is also producing more filmmaking equipment, makes a lot of sense. So, did Mark do anything illegal? No. He didn't pump the stock, and had no involvement in the merger, and a stock will always jump when word gets out a big name invests in it.

But… even though the GoPro video was clearly disclosed as sponsored, he probably should have clearly disclosed that he was also a GoPro shareholder in the sponsor video. The FTC states that "if you endorse a product through social media, your endorsement message should make it obvious when you have a relationship ("material connection") with the brand." He has this "material connection" to GoPro, and directly benefits from the profitability and perception of the GoPro brand, and thus, has a higher incentive to showcase that. Though, this doesn't prove illegality, and he did add it shortly after. So maybe a slight slip-up, but I

see no malicious intent here, nothing illegal. I genuinely think Mark liked GoPro products, invested, and the news broke, right as the merger happened. But, this is actually just the tip of the iceberg. Some pretty insane things have been going on, independent of Mark. For one, GoPro, has been barely surviving. In Q1 of 2026, they lost $81 million, on revenue of $99 million! But the reason is what's weird. GoPro is struggling for a very particular reason, mostly out of their control. And that's not all. The other "merging" company, was incorporated on August 31st, 2026… One day before the merger. Then merged with GoPro… which is still traded as a public company? So, what really happened?

Well… this wasn't really a merger, at all. It's closer to a "takeover…" Let's get a little bit of context. GoPro's sudden jump after the investment, sure sounds like a lot. GoPro stock closed 46% higher on Aug 31 and the next day, jumped another 80%. That sounds huge… …until you see the bigger picture The first jump was to 88 cents, and that 80% jump… was only to $1.58. So… 80% of basically nothing. GoPro, had collapsed, long before Markiplier invested. But, it was in a way worse spot than people realise. GoPro was once the unicorn of unicorns. It exploded with a great product,

an untapped market, and great branding. But… they gradually fumbled their spot at the top, fell behind, and soon competitors got ahead. But what matters for us today, is how bad things had gotten, in 2026, and this time, it's hard to say it's GoPro's fault. In GoPro's Q2 financial statements, they said this fairly candidly. "The company's performance continued to be adversely impacted by an increasingly global competitive landscape, consumer-related macroeconomic issues resulting in a softer global consumer market, rising memory costs and supply constraints. " Their net loss for the first quarter, was $81 million, on revenue of $99 million. Not good. In the same quarter last year, they also had a $47 million loss.

So, why was GoPro struggling? There's a multitude of reasons: a softer market, a more saturated market. But there's one specific, recent problem. One of the biggest, is "rising memory costs". Their gross margin, aka revenue minus cost of making the product, was just 4.3%. But the weird part, is that margin was as high as 32.1% a year earlier. "the Company's forecast has been significantly impacted by [quote continues…] continued increases and volatility in memory costs, including an initial unexpected price increases ranging from 80% to 115% in the last week of March 2026."

The CFO also said: [Brian Tratt. Chief Financial Officer, GoPro]: "Memory pricing increased from a range of 80% to 115% in the last week of the quarter." In just the last week. Crazy. GoPro, as you may have guessed, doesn't build its own memory. Very likely DRAM for its camera processors. It commits to buying a set quantity in advance, at a set price, on terms it can't cancel. In April 2026, GoPro's memory suppliers told it they were reducing production of the memory used in its products. But, memory costs rise 80 to 115% in a week. GoPro is stuck. It already promised to buy a certain amount, for a certain number of cameras. And now it can't afford to make that many. This is why in Q1, they had to write off

a loss of $24.5 million on components they had ordered and couldn't cancel. That's why their gross margin had fallen almost 90% in one year. So GoPro built fewer cameras, because there wasn't enough memory left to build them with. Memory suppliers were producing less of the memory GoPro needed. And can you guess why? They were putting most of their capacity towards memory for data centres. Still, there was a bit of hope. Q2 subscription and services revenue was up 11% to about $29.0 million, and made up 28% of revenue, against 17% a year earlier. That's great. But hardware revenue was falling a lot. From $126 million in Q2 2025,

to just $76 million in Q2 2026. So… why acquire this struggling camera company? Starman Optical, the company that merged with GoPro… what did they want? Well, remember, this company was incorporated a day before. This wasn't really a merger, at all. And Starman wasn't here for the cameras. But something else. If you've watched this far, consider subscribing! It helps the channel and means you won't miss future videos. Everyone is talking about a GoPro "merger", and legally, it is a "merger"… But it wasn't.

It was a takeover. Starman Optical, incorporated August 31st, in Delaware, is actually a subsidiary of Action Acquisitions LLC. So, a new acquisition shell was formed to merge with GoPro, which itself disappears as a separate legal company. But, in reality, this was Action Acquisitions, acquiring GoPro. This is a standard legal mechanism called a reverse subsidiary merger. The buyer creates a subsidiary, merges it into the target, and the target survives. But GoPro would keep the name. They'd also… stay a public company? Not only that, there was a $285 million cash payment to GoPro shareholders, at $1.14 per share, hence the profit Markiplier got.

And, there was about $92 million of GoPro debt to be repaid at closing. So why? Why do all this? Well, if we look at GoPro's announcement, Starman Optical is a "Starman Holding company", and somewhere inside that structure, is "Starman New Photonics." This entity is "focused on the development and domestic manufacturing of optical transceivers and related photonics technologies" All of this is under Action Acquisitions, although we don't quite know the exact structure. Point is, Starman New Photonics, optical transceivers.

Essential pieces of hardware, to convert electrical signals, into light pulses for fibre-optic cables. It's essential in sending huge amounts of data, very, very fast. Does this sound familiar? It should, because there's something everyone's building to process lots and lots of data… Let's look at GoPro's press release again. "Transaction Expected to Add U.S. Onshore Optical Transceiver Business, Positioning GoPro to Expand into AI Data Center markets" "Advanced optics and imaging are essential to AI". GoPro was acquired, not because of its cameras, but its optics and imaging technology. It has 2,500 U.S. patents, many of them around this technology. And that's not all.

Remember how GoPro is still a public company? GoPro's existing shareholders would hold about 10% of the company post-merger. Action Acquisitions/Starman's owners would hold the other roughly 90%. But why stay public? Listing a business on the Nasdaq takes a lot of time, and costs a lot of money, including lots of bank fees, regulatory filings, marketing, more investor scrutiny… By merging into GoPro, Starman can gain control of an already listed company instead. But doing this means they don't get to raise money through an IPO? So why? Well, it gives owners publicly tradable shares to sell, and a "stock currency" to compensate

employees, raise capital, or buy other companies. And this is especially important, with them being a photonics/AI-infrastructure company. A reverse-merger route is often faster and cheaper than an IPO, even if it doesn't itself raise new money on day one. And that's a part no one seemed to notice. This wasn't just Starman merging with GoPro. It was Starman skipping an IPO, and turning GoPro's trading stock… partly into the Starman stock. Markiplier voted against the merger, and I understand why.

GoPro is, but also isn't really, a camera company now. Though, they definitely won't be stopping that side of the business. But, I don't think GoPro would have survived without this merger. GoPro's action-camera category is mature and fiercely competitive, particularly against companies such as DJI and Insta360. AI optics are a much bigger strategic bet. The larger question though, is how did GoPro fall so far behind? Well, that story is even stranger. A huge IPO, then huge talk of moving beyond a camera company, to a "media company"… then a strange, total collapse. To learn the rest of the story,

watch this video next. Or, if you'd like a video where a single YouTube review seemed to kill an entire EV brand, you can watch this video.

More Business Transcript