Naver Financial and Dunamu have again delayed the completion of their comprehensive stock swap, pushing the exchange date to December 31. The deal, if closed, would fold the operator of South Korea's largest crypto exchange Upbit into Naver's financial arm. Dunamu disclosed the revised schedule on July 6 through an amendment to a material report first filed in November 2025, shifting the exchange date from September 30 to December 31 while pending digital-asset legislation and an antitrust review hang over the timeline.
Two Regulatory Hurdles: Antitrust Clearance and Credit Information Act Changes
The company postponed the extraordinary shareholders' meeting from August 18 to November 19 and reset the shareholder confirmation date to October 22. The transaction still requires several government approvals before it can close. Dunamu named three critical steps: 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. The company said any progress on these items could stretch the schedule further or unwind the deal.
Dunamu also flagged the Digital Asset Framework Act as a live variable, noting that legislation now moving through the National Assembly could shape the swap's progress and results once enacted. The bill arrives alongside a broader tightening of exchange oversight, with regulators separately weighing bank-style no-fault liability rules that would force platforms to compensate users for hack losses.
A Naver Financial official said the two firms are "actively cooperating with the Korea Fair Trade Commission'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."
Swap Terms and Structure: 2.54 Naver Financial Shares per Dunamu Share
The swap converts each Dunamu share into 2.5422618 Naver Financial shares, reflecting an underlying equity value ratio 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 parent-subsidiary structure aimed at securing growth from digital assets. 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.