Naver Financial and Dunamu postponed the completion of their comprehensive stock swap to December 31, delaying a deal that would fold Upbit, South Korea's largest crypto exchange operator, into Naver's financial arm. Dunamu disclosed the revised schedule on the 6th through a correction to its November 2025 material report, moving the exchange date from September 30 to December 31. The delay stems from unfinished digital-asset legislation and a pending Fair Trade Commission antitrust review. The transaction awaits several government clearances, including FTC corporate combination approval, approval for a change in Naver Financial's largest shareholder under credit-information rules, and acceptance of a filing on the change in Dunamu's largest shareholder under financial transaction information law. The postponement arrives as South Korea's National Assembly advances the Digital Asset Framework Act and regulators weigh stricter exchange oversight rules.
Fair Trade Commission Review and Regulatory Approvals Pending
The company pushed the extraordinary shareholders' meeting from August 18 to November 19 and reset the shareholder confirmation date to October 22. Dunamu named the Fair Trade Commission's corporate combination approval, approval for a change in Naver Financial's largest shareholder under credit-information rules, and acceptance of a filing on the change in Dunamu's largest shareholder under the law governing specific financial transaction information as required clearances. A Naver Financial official said the two firms are "actively cooperating with the Korea Fair Trade Commission (FTC)'s review procedures" and will "do our best to ensure the transaction is smoothly completed." A Dunamu official said the company is "faithfully explaining the purpose of the combination to secure global competitiveness during the digital finance paradigm shift."
Dunamu flagged the Digital Asset Framework Act as a live variable, noting that the legislation now moving through the National Assembly could shape the swap's progress and results once enacted. The bill arrives alongside a wider tightening of exchange oversight, with regulators separately weighing bank-style no-fault liability rules that would force platforms to compensate users for hack losses.
Dunamu-Naver Financial Swap Terms and Share Issuance
The swap converts each Dunamu share into 2.5422618 Naver Financial shares, a ratio that reflects an underlying equity value of 3.064569 to one and per-share exchange values of 439,252 won for Dunamu against 172,780 won for Naver Financial. To carry out the exchange, Naver Financial will issue about 87.56 million new shares worth roughly 15.13 trillion won, or about $9.9 billion, under its disclosure on the deal.
Dunamu will cancel all of its shares in full once the swap takes effect, sparing only shares granted to employees under restricted stock units before the exchange date. Naver Financial will hold Dunamu as a wholly owned subsidiary after completion, with both companies surviving as independent entities in a full parent-subsidiary structure.
Disruption has trailed the deal since its announcement, when an attacker drained roughly $30 million in Solana-based tokens from Upbit and a follow-up audit exposed a flaw in Upbit's own wallet software that could have leaked private keys.
FAQ
Why did Naver Financial and Dunamu postpone the stock swap completion date?
Dunamu postponed the stock swap completion from September 30 to December 31 because the transaction still awaits several government clearances, including Fair Trade Commission corporate combination approval, approval for a change in Naver Financial's largest shareholder under credit-information rules, and acceptance of a filing on the change in Dunamu's largest shareholder under financial transaction information law. The company also cited the Digital Asset Framework Act now moving through the National Assembly as a factor that could shape the swap's progress.
What are the terms of the Naver Financial-Dunamu stock swap?
The swap converts each Dunamu share into 2.5422618 Naver Financial shares, reflecting per-share exchange values of 439,252 won for Dunamu against 172,780 won for Naver Financial. Naver Financial will issue about 87.56 million new shares worth roughly 15.13 trillion won, or about $9.9 billion. Dunamu will cancel all of its shares once the swap takes effect, except shares granted to employees under restricted stock units before the exchange date, and Naver Financial will hold Dunamu as a wholly owned subsidiary.
