Naver Financial delays Dunamu share swap again as approvals remain pending

Naver Financial has postponed the completion of its all-stock share swap with Dunamu for a second time, extending the closing date to Dec. 31 as regulatory approvals remain pending.

Summary

• Naver Financial and Dunamu have delayed their planned share swap for a second time, with completion now expected on Dec. 31.
• The deal remains subject to multiple regulatory approvals and could face further delays or cancellation if those processes are not completed.
• Dunamu said South Koreas proposed Digital Asset Basic Act could still influence the structure or outcome of the transaction.

According to a regulatory filing disclosed by Dunamu, the planned comprehensive share exchange with Naver Financial has been rescheduled from Sept. 30 to Dec. 31, following an earlier postponement that moved the timeline from June 30 to September.

Share swap awaits regulatory approvals

The filing kept the exchange ratio unchanged at 2.5422618 Naver Financial shares for every one Dunamu share. It also repeated that completion of the transaction depends on approvals from South Koreas Fair Trade Commission, clearance for changes in major shareholders under the Credit Information Act, and notifications required under the Act on Reporting and Use of Specific Financial Transaction Information.

Dunamu said in the filing that delays in those approval processes could push the schedule back further or even prevent the share exchange from being completed. The company also noted that ongoing discussions around South Koreas proposed Digital Asset Basic Act could affect the transaction depending on the final form of the legislation once it is enacted and implemented.

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The latest delay comes after Naver Financial previously postponed the transaction in March, when it moved the expected completion date from late June to Sept. 30 while citing regulatory approval procedures and legal developments.

At the time, the company said the deal remained subject to several government approvals and could face additional delays or cancellation depending on the outcome of those reviews.

Merger continues under regulatory scrutiny

Regulatory oversight has also intensified since the transaction was first announced. In April, South Koreas Financial Supervisory Service ordered Dunamu to correct omissions in its disclosure related to the merger after identifying missing or inaccurate information concerning future corporate restructuring plans and other matters important to investors.

The regulator‘s review came as lawmakers continued debating the Digital Asset Basic Act, with local reports indicating that proposed limits on major shareholders of virtual asset exchanges could affect Naver Financial’s plan to acquire full ownership of Dunamu. Dunamu has previously stated that it intends to proceed with the transaction despite the legislative uncertainty.

The all-stock deal, confirmed in late 2024, values Dunamu at around $10 billion and is expected to bring the operator of Upbit under Naver Financial. The companies have also outlined plans to cooperate on digital asset services, including the development of the Silk Pocket stablecoin wallet alongside blockchain investment firm Hashed and the Busan Digital Exchange.