TL;DR:
The share swap between Naver Financial and Dunamu, the parent company of exchange Upbit, has been postponed once again. Both companies announced that the deadline to complete the transaction has been extended to December 31, 2026, according to an official filing on Dart, South Korea’s electronic corporate disclosure system. The first extension had occurred in March, when the original June 30 deadline was pushed back to September 30.
The agreement was announced last year, when Naver Financial formally confirmed its merger with Dunamu. The established exchange ratio is 2.5422618 Naver Financial shares per each Dunamu share. To finance the operation, Naver Financial plans to issue 87.56 million new shares, for an approximate value of 15.13 trillion won, equivalent to around $9.9 billion. Currently, each of these shares trades at 172,780 won.
In the Dart filing, both companies warned that the state of the regulatory process, registration before authorities, and approval of changes to the corporate structure could delay the transaction or even nullify it. They also noted that the content of the Digital Asset Basic Act, key legislation for the crypto sector in South Korea currently under development, may affect the course or outcome of the swap.
There is a possible clause that would cap at 20% the stake a majority shareholder may hold in a local cryptocurrency exchange, with potential retroactive reach over existing structures, including that of Upbit. South Korean financial authorities argue the measure would reduce oligopolistic concentration in the exchange market and enhance transparency. Legislators and industry figures, however, have described it as unconstitutional and harmful to the right to free economic activity.
Beyond the regulatory complications, industry analysts expect that the operation, if completed, would allow Dunamu to integrate Upbit’s crypto infrastructure into the extensive domestic financial services network of Naver. Although neither party announced specific business plans, some earlier reports indicated that the combination of artificial intelligence and blockchain would be one of the joint development pillars.
