Markiplier Says He'll Vote Against the Starman Deal, and GPRO Stopped Trading Like an Arb

The Livestream That Broke the Arb

Yesterday this desk argued that the Starman merger had capped GPRO and that the perp was reverting to the $1.14 cash number. That framing lasted about a day.

The thing that changed is not in an SEC filing. Mark Fischbach — Markiplier — who disclosed an 8.5% stake on a Schedule 13G and became GoPro's largest individual shareholder, went live the night of September 1 and said he is "genuinely sad because I really wanted GoPro to succeed". He added that if GoPro "pivots away from making cameras, I'm not gonna be on board," said he has not sold a share despite an obvious profit, and said he will vote against the merger.

He was also honest that his own vote is close to meaningless in isolation. It is. Roughly 15.7 million shares against a 184.5 million share count does not block anything. What matters is that a shareholder base built almost entirely out of retail in the last four sessions now has a focal point for voting no, and merger arbitrage stops working the moment the vote is genuinely uncertain.

GPRO closed September 2 at $1.690, up 37.40%, then traded up to $1.930 in the after-hours session. The io:GPRO perp on Hyperliquid sits at $1.911 on $6.56 million of 24-hour volume — tracking the after-hours print rather than leading it, which tells you this is a spot-driven move being followed by the perp, not a leveraged squeeze originating on-chain.

What the Stub Is Actually Priced At

Do the arithmetic, because it is the whole story. GoPro's definitive agreement with Starman Optical and Action Acquisitions LLC pays shareholders $285 million in aggregate, or $1.14 per share subject to working-capital adjustment, repays roughly $92 million of debt, and leaves existing holders with about 10% of the combined Nasdaq-listed company.

At $1.911, the perp is paying $0.771 per share above the certain cash. That residual is the price of the 10% stub. On the ~184.5 million basic shares outstanding that is about $142 million of stub value, implying a combined company worth roughly $1.4 billion. On the ~250 million shares implied by the $285 million ÷ $1.14 aggregate math, it is about $193 million, implying roughly $1.9 billion.

Set that against what the deal itself says GoPro is worth: $285 million of cash plus $92 million of retired debt, or about $377 million. So the market is currently assigning something north of a billion dollars to the Starman side of the merger. Starman Optical was incorporated in Delaware on August 31, 2026 — one day before the agreement was signed. Its affiliate Starman New Photonics was founded in 2025 and is still building a manufacturing facility in New Jersey. Its parent, Starman Holding, run by Charles Tebele, owns consumer accessory brands including Incase, Incipio and Griffin.

No pro forma financials were published. No historical statements for the private entity. No synergy disclosure. Whatever else this is, it is not a valuation supported by numbers anyone outside the deal has seen.

The Vote Is the Trade

The bull case is not that GoPro is a good business. Q2 revenue was $104.9 million, down 31.3% year over year, with a $51 million net loss, Nick Woodman put $20 million of his own money in during July, and sell-side consensus still sits near $0.50. The bull case is structural: a deal was announced at 9:20 AM ET on September 1, ahead of the open, locking in a price negotiated while the stock was near 60 cents, and now the holders who have to approve it bought in three times higher and are being told by the most-followed name on the register to vote no.

That is a real deal-risk premium, not a meme premium, and it is why the fade thesis failed. The mechanics still favor volatility: short interest was 16.19% of float at the August 14 settlement with 3.3 days to cover, and Stocktwits message volume is up more than 13,000% on the week.

What resolves it: the proxy and the record date, whether the board sweetens terms or a competing bidder shows up, and whether Fischbach converts to a 13D. Absent any of that, $1.14 is still the only number in this trade with a contract behind it, and the other $0.77 is an opinion about a company that did not exist five days ago. Five times leverage on a sub-$2 equity perp with a binary vote in front of it is a good way to be right on the thesis and stopped out on the path.