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

Naver Financial and Dunamu have postponed their comprehensive share swap for a third time, moving the planned completion from Dec. 31, 2026, to March 31, 2027, as regulatory reviews remain underway.

Summary

• Naver Financial and Dunamu have postponed their comprehensive share swap for a third time, moving the planned completion date from Dec. 31, 2026, to March 31, 2027.
• The shareholder record date has been moved to Jan. 18, while the extraordinary shareholder meeting needed to approve the transaction is now scheduled for Feb. 26.
• The deal still requires regulatory procedures including a Korea Fair Trade Commission business combination review and financial sector approvals linked to changes in major shareholders.
• Naver Financial plans to make Upbit operator Dunamu a wholly owned subsidiary through the share swap, while the companies said the transaction structure and purpose remain unchanged.
• Naver Financial intends to form an IPO committee within one year of completing the transaction, although no final decision has been made on a listing timetable or execution plan.

According to Dunamu's Oct. 7 disclosure, the companies have pushed the shareholder record date from Oct. 22 to Jan. 18, 2027, while the extraordinary shareholder meeting needed to approve the share swap has been moved from Nov. 19 to Feb. 26. The final share exchange is now scheduled for March 31.

The companies said the transaction's basic structure, purpose and direction have not changed. Dunamu said both sides are cooperating with reviews by the relevant authorities, submitting requested materials and explaining the purpose and need for the deal.

"We will faithfully undergo the reviews and various procedures necessary to close the transaction," a Dunamu official said.

Naver Financial and Dunamu deal faces third delay

The latest change adds another three months to a transaction that has already been postponed twice while the companies work through regulatory procedures.

Naver Financial and Dunamu initially planned to complete the share exchange on June 30. The date was moved to Sept. 30 in March, along with a change to the shareholder meeting from May 22 to Aug. 18.

A second postponement followed in July. As crypto.news previously reported, the companies pushed the closing from Sept. 30 to Dec. 31 and moved the shareholder meeting to Nov. 19.

Naver Financial said at the time that the extra period was needed to secure enough time to close the transaction while taking into account the Korea Fair Trade Commission's review and filing procedures with financial regulators.

The companies now expect the transaction to run into the first quarter of 2027.

The share exchange would make Dunamu, the operator of South Korea's Upbit cryptocurrency exchange, a wholly owned subsidiary of Naver Financial. Once completed, Dunamu would sit under Naver Financial, which itself is a subsidiary of South Korean internet group Naver.

Terms of the transaction have not changed with the latest timetable. The companies are keeping the agreed exchange ratio and other parts of the transaction intact.

Regulatory approvals remain unfinished

Several government procedures must be completed before the companies can close the deal.

The transaction requires a business combination review by the Korea Fair Trade Commission. Financial sector approvals include procedures connected to the change in Naver Financial's major shareholder structure and notifications concerning Dunamu's major shareholders.

Regulatory scrutiny has followed the deal for much of 2026. South Korea's Financial Supervisory Service in April ordered Dunamu to correct parts of its share swap disclosure after identifying issues with information covering future corporate restructuring and other matters considered relevant to investment decisions.

Questions surrounding South Korea's developing crypto rules have remained another part of the regulatory backdrop.

A potential conflict emerged in September between proposed ownership restrictions for cryptocurrency exchanges and existing rules governing holding companies. Under one scenario discussed by researchers, limits on major shareholders of crypto exchanges could clash with requirements for holding companies to maintain minimum stakes in subsidiaries.

Financial regulators said at the time that a final major shareholder cap for cryptocurrency exchanges had not been decided. The issue could affect Naver Financial if its corporate status changes after the Dunamu transaction, leaving the companies dependent on the final form of South Korea's digital asset legislation.

The potential ownership rules conflict emerged after the companies had already pushed the closing to the end of December.

Dunamu would become Naver Financial's wholly owned subsidiary

Naver Financial and Dunamu approved the comprehensive share exchange through their respective boards in November 2025.

Under the transaction, Naver Financial would acquire all outstanding Dunamu shares and issue its own shares to Dunamu shareholders. Completion would leave Naver Financial as Dunamu's sole shareholder.

The companies presented the deal as a way to combine Naver's payments and online services with Dunamu's digital asset operations. Dunamu operates Upbit, one of South Korea's largest cryptocurrency exchanges, while Naver Financial operates Naver Pay and other financial services.

Plans for the transaction first became public in September 2025, when reports indicated that Naver Financial was preparing a share exchange that would bring Dunamu under its corporate structure.

Naver Financial has said the transaction is intended to secure future growth opportunities based on digital assets.

The companies have continued with that structure despite repeated changes to the timetable. Under the latest schedule, shareholders will vote on the exchange agreement in February before the planned March 31 closing.

IPO plans remain tied to the share exchange

Naver Financial has previously laid out plans to consider a stock market listing after the Dunamu transaction is completed.

Under the plan disclosed during the earlier regulatory process, Naver Financial intends to work toward listing its shares and form an IPO committee within one year of completing the share exchange.

No final decision has been made on whether the company will proceed with a listing, its timing or the detailed execution plan.

The July postponement had already moved several shareholder procedures tied to the transaction. At the time, the shareholder meeting was shifted from Aug. 18 to Nov. 19 as the exchange date moved from Sept. 30 to Dec. 31.

The latest schedule now places those steps in 2027. The shareholder record date is set for Jan. 18, followed by the extraordinary shareholder meeting on Feb. 26 and the planned share exchange on March 31.