Dunamu and Naver Financial delay stock-swap deal to December 31 as regulatory hurdles mount

Dunamu and Naver Financial delay stock-swap deal to December 31 as regulatory hurdles mount

South Korea's largest crypto exchange operator faces another deadline extension as the Digital Asset Basic Act casts a long shadow over the $10 billion merger

The deal that would merge South Korea’s dominant crypto exchange operator with one of the country’s biggest fintech players just got pushed back. Again.

Naver Financial and Dunamu, the company behind the Upbit exchange, have extended the completion deadline for their stock-swap agreement to December 31, 2026. The culprit this time: concerns about South Korea’s Digital Asset Basic Act, which could impose shareholder stake limits that would fundamentally complicate the merger’s structure.

A deal that keeps sliding

This isn’t the first time the two companies have had to move the goalposts. The original completion target was June 30, which got bumped to September 30 due to regulatory reviews. Now it’s December 31, with the pivotal shareholder meeting rescheduled for November 19.

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The deal values Dunamu at approximately 15.1 trillion won, roughly $10B, while Naver Financial carries a valuation of about 4.9 trillion won. The stock-swap ratio sits at approximately 1:2.54, meaning Naver Financial shareholders would receive that proportion of Dunamu shares as the latter becomes a wholly owned subsidiary.

The Korea Fair Trade Commission has been scrutinizing the merger on antitrust grounds, which is what triggered the earlier delays. And in April 2026, the Financial Supervisory Service issued a correction order to Dunamu over material disclosure issues, adding another layer of regulatory friction to an already complicated process.

The DABA problem

The specific concern is that DABA could impose limits on how much stake a single entity can hold in a digital asset exchange operator. If Naver Financial successfully completes the stock swap and makes Dunamu a wholly owned subsidiary, that 100% ownership stake might run headlong into whatever caps the legislation establishes.

Why this matters beyond South Korea

Naver Financial operates one of the country’s leading payment infrastructures servicing over 34 million users. Dunamu operates Upbit, which consistently ranks among the world’s largest crypto exchanges by trading volume.

The companies have also projected an IPO of the combined entity within seven years of the merger’s completion.

What investors should watch

The November 19 shareholder meeting will be the next major milestone. If shareholders approve the terms, the final barrier becomes purely regulatory.

The risk here isn’t necessarily that the deal falls apart entirely. It’s that the final structure looks meaningfully different from what was originally proposed. A Dunamu that’s a wholly owned subsidiary operates very differently from one where Naver Financial holds, say, a 49% stake because regulators capped ownership.

Disclosure: This article was edited by Editorial Team. For more information on how we create and review content, see our Editorial Policy.

Dunamu and Naver Financial delay stock-swap deal to December 31 as regulatory hurdles mount

Dunamu and Naver Financial delay stock-swap deal to December 31 as regulatory hurdles mount

South Korea's largest crypto exchange operator faces another deadline extension as the Digital Asset Basic Act casts a long shadow over the $10 billion merger

The deal that would merge South Korea’s dominant crypto exchange operator with one of the country’s biggest fintech players just got pushed back. Again.

Naver Financial and Dunamu, the company behind the Upbit exchange, have extended the completion deadline for their stock-swap agreement to December 31, 2026. The culprit this time: concerns about South Korea’s Digital Asset Basic Act, which could impose shareholder stake limits that would fundamentally complicate the merger’s structure.

A deal that keeps sliding

This isn’t the first time the two companies have had to move the goalposts. The original completion target was June 30, which got bumped to September 30 due to regulatory reviews. Now it’s December 31, with the pivotal shareholder meeting rescheduled for November 19.

Advertisement

The deal values Dunamu at approximately 15.1 trillion won, roughly $10B, while Naver Financial carries a valuation of about 4.9 trillion won. The stock-swap ratio sits at approximately 1:2.54, meaning Naver Financial shareholders would receive that proportion of Dunamu shares as the latter becomes a wholly owned subsidiary.

The Korea Fair Trade Commission has been scrutinizing the merger on antitrust grounds, which is what triggered the earlier delays. And in April 2026, the Financial Supervisory Service issued a correction order to Dunamu over material disclosure issues, adding another layer of regulatory friction to an already complicated process.

The DABA problem

The specific concern is that DABA could impose limits on how much stake a single entity can hold in a digital asset exchange operator. If Naver Financial successfully completes the stock swap and makes Dunamu a wholly owned subsidiary, that 100% ownership stake might run headlong into whatever caps the legislation establishes.

Why this matters beyond South Korea

Naver Financial operates one of the country’s leading payment infrastructures servicing over 34 million users. Dunamu operates Upbit, which consistently ranks among the world’s largest crypto exchanges by trading volume.

The companies have also projected an IPO of the combined entity within seven years of the merger’s completion.

What investors should watch

The November 19 shareholder meeting will be the next major milestone. If shareholders approve the terms, the final barrier becomes purely regulatory.

The risk here isn’t necessarily that the deal falls apart entirely. It’s that the final structure looks meaningfully different from what was originally proposed. A Dunamu that’s a wholly owned subsidiary operates very differently from one where Naver Financial holds, say, a 49% stake because regulators capped ownership.

Disclosure: This article was edited by Editorial Team. For more information on how we create and review content, see our Editorial Policy.