Naver Financial and Dunamu delay share swap to March 2027 for third time

Naver Financial and Dunamu postpone their comprehensive share swap for a third time, pushing the completion date from December 31, 2026, to March 31, 2027. The delay stems from pending regulatory reviews, including a Korea Fair Trade Commission merger review and legislative uncertainty surrounding South Korea's Digital Asset Basic Act. The transaction, approved in November 2025, aims to make Upbit operator Dunamu a wholly owned subsidiary of Naver Financial.

Timeline of the share swap delays

• ▪Dunamu's October 7, 2026 disclosure postponed the shareholder record date to January 18, 2027, and the extraordinary shareholder meeting to February 26, 2027.
• ▪Naver Financial and Dunamu postponed their share swap from June 30, 2026, first to September 30, 2026, then December 31, 2026, and finally for a third time to March 31, 2027.

Regulatory approvals and disclosure reviews

• ▪South Korea's Financial Supervisory Service in April 2026 ordered Dunamu to correct parts of its share swap disclosure regarding future corporate restructuring.
• ▪The transaction requires financial sector approvals regarding changes to Naver Financial's major shareholder structure and notifications concerning Dunamu's major shareholders.
• ▪The share swap delay occurred because the Korea Fair Trade Commission has not yet completed its business combination review of the Naver Financial and Dunamu transaction.

Uncertainty from Digital asset legislation

• ▪A potential conflict exists between proposed digital asset ownership restrictions for cryptocurrency exchanges and existing rules requiring holding companies to maintain minimum stakes in subsidiaries.
• ▪Delays in National Assembly discussions over South Korea's Digital Asset Basic Act, which may limit major shareholders' stakes in cryptocurrency exchanges, have added regulatory uncertainty to the deal.

Structure of the share swap

• ▪Naver Financial and Dunamu approved the comprehensive share exchange through their respective boards of directors in November 2025.
• ▪The comprehensive share swap will make Upbit operator Dunamu a wholly owned subsidiary of Naver Financial, which itself is a subsidiary of South Korean internet group Naver.

Naver Financial listing plans

• ▪Naver Financial has made no final decision regarding the listing timetable, execution plan, or whether it will ultimately proceed with a stock market listing.
• ▪Naver Financial intends to form an IPO committee within one year of completing the Dunamu share swap to consider a potential stock market listing.

Debatable claims

• ▪South Korea should limit major shareholder stakes in cryptocurrency exchanges
• ▪Naver Financial's acquisition of Dunamu poses unacceptable risks to market competition
• ▪The Korea Fair Trade Commission's prolonged review of the Naver-Dunamu merger is justified