
Naver Financial's acquisition of Upbit operator Dunamu slips to December 31 as South Korea's FTC review drags. The second delay comes amid a 78% profit drop at Dunamu and a looming 22% crypto-gains tax.
Naver Financial's acquisition of Upbit operator Dunamu has been delayed for a second time. The stock swap, once scheduled for September 30, is now pushed to December 31.
The reason this time is an unfinished antitrust review by South Korea's Fair Trade Commission. Naver disclosed that the extraordinary shareholders' meeting called to approve the comprehensive stock swap was moved from August 18 to November 19. The swap itself will not happen before year-end.
The deal was first announced on November 26, 2025, and was delayed for the first time on March 30. Cryptopolitan reported in April that South Korea's Financial Supervisory Service ordered Dunamu to correct its March 30 disclosure, saying the report contained "important omissions or false statements."
After the stock swap, Dunamu will become a wholly owned subsidiary of Naver Financial, the fintech arm of internet company Naver (KRX: 035420). Naver Financial said in November that the acquisition aims to build a growth engine around digital assets.
The financial terms have not moved. The exchange ratio agreed last November was 2.5422618 Naver Financial shares for each Dunamu share. The per-share valuations were 439,252 won ($309) for Dunamu and 172,780 won ($121) for Naver Financial.
The window for existing shareholders to object was reset to November 4-18. The payment date for stock-purchase claims moved to December 16.
Three separate approvals still stand between the companies and completion. The FTC must clear the combination under the Monopoly Regulation and Fair Trade Act. Regulators must approve the change in Naver Financial's largest shareholder under the Credit Information Act. They must also accept the filing on Dunamu's major shareholder change under the Specific Financial Transaction Information Act.
Dunamu has already warned investors that the swap could be delayed or canceled depending on how long the process takes.
The company is under strain. Cryptopolitan reported in May that Dunamu's operating profit fell 78% year-on-year to 88 billion won ($60 million) in the first quarter of 2026 as trading volumes on Upbit dropped.
Roughly 97% of Dunamu's revenue comes from transaction fees. Korean regulators are also preparing a 22% crypto-gains tax that takes effect in January 2027, a further threat to the retail trading Upbit depends on.
Combining Naver's payments reach with Upbit has raised concerns about a single company gaining outsized control over crypto trading and the wider digital-asset market in Korea.
Naver Financial recently stated that it intends to list on the securities market after the swap and plans to form an IPO committee within a year of closing the deal.
Dunamu said the delay stems from the extended Fair Trade Commission review of the business combination. It warned that the schedule could shift again or the swap could fall through depending on how the approvals progress.
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