GoPro Inc-A美股招股说明书(2025-09-12版)

GoPro, Inc. This prospectus relates to the resale of warrants (the “Warrants”) to purchase up to 11,076,968 shares of Class A common stock,par value $0.0001 per share (the “Common Stock”) of GoPro, Inc. (the “Company,” “we,” “our” or “us”) by the selling stockholderlisted in this prospectus or its permitted transferees (the “Selling Stockholder”). The Warrants were issued to the Selling Stockholderin connection with, and pursuant to the terms of, that certain Second Lien Credit Agreement dated August 4, 2025, by and among us,certain of our subsidiaries from time to time as guarantors, Mateo Financing, LLC, as lender, and Farallon Capital Management,L.L.C., as administrative agent and as collateral agent and that certain warrant agreement (the “Warrant Agreement”) with MateoFinancing, LLC dated August 4, 2025. This offering also relates to (and this prospectus covers) the resale by the Selling Stockholderof up to 11,076,968 shares of Common Stock issuable upon the exercise of the Warrants (the “Warrant Shares”). The Warrants are immediately exercisable for shares of our Common Stock in whole or in part, at an exercise price of $1.25pershare and may be exercised for a period of ten years following the issuance date. The Warrants were issued to the Selling Stockholder in a private placement offering (the “Private Placement”). For additionalinformation about the Private Placement, see “Private Placement of Warrants” on page12of this prospectus. We will not receive any proceeds from the resale or other disposition of the Warrants or the Warrant Shares by the SellingStockholder. See “Use of Proceeds” beginning on page11and “Plan of Distribution” beginning on page15of this prospectus for moreinformation. Although we have been advised by the Selling Stockholder that the Selling Stockholder holds the Warrants and theWarrant Shares for its own account, for investment purpose in which it takes investment risk (including, without limitation, the risk ofloss), and without any view or intention to distribute such Warrants or the Warrant Shares in violation of the Securities Act of 1933, asamended (the “Securities Act”), or any other applicable securities laws, the Securities and Exchange Commission (the “SEC”) maytake the position that the Selling Stockholder is deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Actand any profits on the sales of the Warrants or the Warrant Shares by the Selling Stockholder and any discounts, commissions orconcessions received by the Selling Stockholder are deemed to be underwriting discounts and commissions under the Securities Act. There is currently no public market for the Warrants. We do not intend to apply for listing of the Warrants on a national securitiesexchange or over the counter market. Our Common Stock is listed on The Nasdaq Global Select Market under the symbol “GPRO.” On September 11, 2025, the last reported sale price of our Common Stock was $2.00 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page7of this prospectus andunder similar headings in the other documents that are incorporated by reference into this prospectus for a discussion ofinformation that should be considered in connection with an investment in our securities. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The securities are not beingoffered in any jurisdiction where the offer is not permitted. The date of this prospectus is September 12, 2025. TABLE OF CONTENTS Prospectus About This ProspectusProspectus SummaryRisk FactorsCautionary Note Regarding Forward-Looking StatementsUse of ProceedsPrivate Placement of WarrantsSelling StockholderPlan of DistributionDescription of SecuritiesLegal MattersExpertsWhere You Can Find Additional InformationIncorporation of Certain Information by Reference ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the“Commission”) using a “shelf” registration process. Under this shelf registration process, the Selling Stockholder may, from time totime, offer and sell our securities, as described in this prospectus, in one or more offerings. We will not receive any proceeds from thesale by the Selling Stockholder of the securities offered by them described in this prospectus. Neither we nor the Selling Stockholder have authorized any dealer, agent or other person to give any information or to make anyrepresentation other than those contained or incorporated by reference in this prospectus and, if applicable, any accompanyingprospectus supplement or any free writing prospectus. Neither we nor the Selling Stockholder take any responsibility for, and provideno assurance as to the reliability of, any other information that o