Dunamu, Upbit's Parent Company, Delays Share Swap with Naver for the Third Time to March
Dunamu, the parent company of Upbit, disclosed that the comprehensive share swap date with Naver Financial has been postponed from December 31, 2026, to March 31, 2027. The temporary shareholders' meeting has been rescheduled from November 19 to February 26, 2027. This is the third timeline adjustment. The initial target was June 30, then moved to September 30, and later to December 31.
The swap ratio remains unchanged at 1 share of Dunamu for 2.5422618 shares of Naver Financial. The exchange value per share is calculated at 439,252 KRW for Dunamu and 172,780 KRW for Naver Financial. Naver Financial will issue 87,559,198 new common shares to Dunamu shareholders, with a total issuance value of approximately 15.1285 trillion KRW. Upon completion, Naver Financial will hold 100% of Dunamu, making it a wholly-owned subsidiary.
The record date for the shareholding has been changed from October 22 to January 18, 2027. The window for dissenting shareholders to express objections has been moved to February 11-25, with the period for exercising the right to request share buybacks set from February 26 to March 18, and the payment date for the consideration on March 25. The company stated that the transaction structure, purpose, and direction remain unchanged, and the delay is due to ongoing reviews, approvals, and other procedures.
Unfinished procedures include the corporate merger review by the Korea Fair Trade Commission, changes in the largest shareholder of Naver Financial, and registration for concurrent operations, as well as the filing for changes in Dunamu's largest shareholder. The delay in the legislative framework for digital assets is also seen as a factor in the timeline. Both parties stated they are supplementing materials as required by regulators.
Naver Financial plans to establish a listing committee within a year after the transaction is completed, but the listing timeline and execution have not been decided. The plan was announced last November, aiming to use Dunamu's digital asset business as a growth engine. Upbit is the largest compliant cryptocurrency trading platform in South Korea operated by Dunamu.
The buyer is Naver, which aims to exchange payment and traffic for equity in the exchange, while the seller is Dunamu's shareholders exiting at a fixed ratio. The event is driven by incomplete approvals, with funds still tied to old shares and no new primary financing. Beneficiaries are shareholders retaining dissent rights and buyback requests, while those under pressure include arbitrageurs priced for December delivery and both parties' business teams awaiting consolidation.
Source: Public Information
ABAB AI Insight
Naver Financial announced last November that it would acquire Dunamu as a wholly-owned subsidiary through a comprehensive share swap. The timeline has been adjusted from June 30 to September 30, then to December 31, and now to March 31, 2027. The three delays have not affected the ratio of 2.5422618, indicating that the holdup is due to the Fair Trade Commission and changes in the largest shareholders, rather than a revaluation.
The new shares worth approximately 15.1285 trillion KRW are issued to Dunamu's existing shareholders, not for company fundraising. Naver receives payment, e-commerce traffic, and financial licenses, while Dunamu contributes Upbit's trading and custody. The listing committee will only be formed a year after the closing, and there is no timeline for the listing itself. The dissent window and buyback requests follow the meeting date, with exit rights still intact, while closing rights are held up by approvals.
A comparison can be made to the 2022 share swap between Hon Hai and Sharp waiting for regulatory approval, as well as Coinbase's licensing cleanup before turning exchange equity into public shares. The difference this time is that the buyer is a portal financial subsidiary, and the target is South Korea's largest compliant exchange. The situation is in the third round of delays, and the transaction structure remains intact.
This represents a transfer of control under changing regulations. After the share swap is completed, Upbit's operating company will no longer be independent of Naver Financial. Without the framework bill in place, changes in the largest shareholders and concurrent operations registration lack approvable texts, leading to further delays. The locked ratio removes price disputes from the market, leaving approval as the remaining variable.
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The delay with an unchanged ratio indicates that the holdup is due to approvals, not pricing.
The wholly-owned share swap transfers control, not new funds.
The buyback request rights follow the meeting date, and the closing date is not definitive.