Naver Financial and Dunamu have postponed their planned comprehensive share swap for a third time as the companies continue working through regulatory reviews in South Korea.
The transaction, which would make Upbit operator Dunamu a wholly owned subsidiary of Naver Financial, is now expected to close on March 31, 2027.
The previous completion date was Dec. 31, 2026.
Despite the latest delay, the companies said the basic structure, purpose and direction of the deal remain unchanged.
Regulatory procedures, including a business combination review and financial-sector approvals, still need to be completed before the transaction can move forward.
- Naver Financial and Dunamu have delayed their comprehensive share swap for a third time.
- The planned completion date has moved from Dec. 31, 2026, to March 31, 2027.
- The shareholder record date has been moved to Jan. 18, 2027.
- An extraordinary shareholder meeting is now scheduled for Feb. 26.
- Regulatory reviews by the Korea Fair Trade Commission and financial authorities remain ongoing.
- Dunamu would become a wholly owned subsidiary of Naver Financial if the transaction is completed.
- The transaction structure and exchange terms remain unchanged.
- Naver Financial plans to establish an IPO committee within one year after the deal closes, although no final listing plan has been approved.
Naver Financial and Dunamu push deal into 2027
According to Dunamu’s Oct. 7 disclosure, the companies have revised several key dates connected to the transaction.
The shareholder record date has been moved from Oct. 22 to Jan. 18, 2027.
The extraordinary shareholder meeting required to approve the share exchange has also been delayed from Nov. 19 to Feb. 26.
The companies now expect the final share exchange to take place on March 31.
Dunamu said both sides continue to cooperate with the relevant regulators, including submitting requested documents and explaining the purpose and necessity of the transaction.
A company official said the firms intend to complete all required reviews and procedures needed to close the deal.
The latest change adds another three months to a transaction that has already faced two previous postponements.
Deal has now been delayed three times
Naver Financial and Dunamu originally planned to complete the share exchange on June 30, 2026.
That timeline changed in March, when the closing was pushed to Sept. 30.
The shareholder meeting was also moved from May 22 to Aug. 18 at that time.
A second delay followed in July.
The companies moved the planned closing from Sept. 30 to Dec. 31 and rescheduled the shareholder meeting from Aug. 18 to Nov. 19.
Naver Financial said the additional time was needed to account for regulatory procedures, including the Korea Fair Trade Commission’s review and filings required by financial authorities.
The latest revision now pushes the transaction into the first quarter of 2027.
Regulatory approvals remain the biggest hurdle
Several government procedures still need to be completed before the companies can finalize the share swap.
One of the major requirements is a business combination review by the Korea Fair Trade Commission.
The companies must also complete financial-sector procedures associated with changes to Naver Financial’s major shareholder structure.
Additional notifications and approvals related to Dunamu’s major shareholders are also part of the process.
Regulatory scrutiny surrounding the deal has continued throughout 2026.
In April, South Korea’s Financial Supervisory Service ordered Dunamu to correct portions of its share-swap disclosure.
The regulator identified issues involving information about possible future corporate restructuring and other details considered relevant to investors making decisions about the transaction.
South Korea’s evolving crypto rules add uncertainty
The transaction is also taking place while South Korea continues developing its broader regulatory framework for cryptocurrency businesses.
One potential issue emerged in September involving possible restrictions on ownership of crypto exchanges.
Researchers raised concerns that proposed limits on major shareholders of cryptocurrency exchanges could conflict with existing rules governing holding companies.
Under one scenario, a holding company could be required to maintain a minimum ownership stake in a subsidiary while crypto regulations could impose a maximum ownership limit on an exchange.
That could create complications for structures such as the one proposed between Naver Financial and Dunamu.
Financial regulators said a final limit on major shareholders of crypto exchanges had not yet been decided.
The outcome could therefore have implications for Naver Financial if its corporate status changes following the Dunamu transaction.
The ownership issue emerged after the companies had already postponed the deal until the end of December.
Dunamu would become fully owned by Naver Financial
The comprehensive share swap was approved by the boards of Naver Financial and Dunamu in November 2025.
Under the agreement, Naver Financial would acquire all outstanding shares of Dunamu.
In return, existing Dunamu shareholders would receive shares in Naver Financial according to the agreed exchange terms.
Once the transaction is completed, Naver Financial would become Dunamu’s sole shareholder.
Dunamu would therefore operate as a wholly owned subsidiary of Naver Financial.
Naver Financial itself remains a subsidiary of South Korean internet and technology group Naver.
The latest postponement does not change the agreed share-exchange ratio or the broader structure of the transaction.
Deal would bring Naver Pay and Upbit under one structure
The companies have presented the transaction as a way to combine their strengths in traditional digital finance and cryptocurrency.
Naver Financial operates Naver Pay and other financial services within Naver’s broader online ecosystem.
Dunamu operates Upbit, one of South Korea’s largest cryptocurrency exchanges.
Bringing Dunamu under Naver Financial would therefore combine a major domestic payments and online financial-services business with one of the country’s most prominent digital asset platforms.
Plans for the transaction first became public in September 2025.
Reports at the time indicated that Naver Financial was preparing a share swap that would bring Dunamu into its corporate structure.
Naver Financial has said the transaction is intended to create future growth opportunities centered on digital assets.
Repeated delays have changed the timeline but not that strategic objective.
Shareholders now expected to vote in February
Under the revised schedule, shareholders will consider the transaction at an extraordinary meeting on Feb. 26, 2027.
The final share exchange is then expected to occur on March 31.
This gives the companies additional time to work through outstanding regulatory reviews before asking shareholders to complete the remaining approval process.
The revised shareholder record date of Jan. 18 will determine which shareholders are eligible to participate in the meeting.
As with the previous delays, the companies have emphasized that the transaction itself has not been abandoned or materially restructured.
Instead, additional time is being allocated to regulatory procedures.
IPO plans remain linked to completion of the deal
Naver Financial has also discussed a possible public listing following completion of the Dunamu transaction.
Under plans disclosed during earlier regulatory proceedings, Naver Financial intends to create an IPO committee within one year of completing the share exchange.
The committee would examine options for a potential stock market listing.
However, no final decision has been made on whether an IPO will proceed.
The company has also not confirmed a listing date, valuation, exchange or detailed execution plan.
This means the IPO remains a future possibility rather than a confirmed next step.
Completion of the Dunamu transaction would come first.
Regulatory timing remains critical
The repeated postponements show how heavily the transaction depends on South Korea’s regulatory process.
The companies have already secured board-level approval and maintained the agreed deal structure through all three delays.
However, a combination involving one of South Korea’s largest crypto exchanges and a major internet financial-services company requires scrutiny from several authorities.
Competition issues, financial ownership rules and emerging digital asset regulations all potentially affect the transaction.
Until those procedures are completed, the companies cannot move ahead with the final share exchange.
The shift to March 31, 2027, gives Naver Financial and Dunamu another three months to complete that work.
Naver and Dunamu maintain their original strategy
Despite the changing timetable, neither company has indicated that the strategic logic behind the combination has changed.
Naver Financial still intends to make Dunamu a wholly owned subsidiary.
Dunamu would bring Upbit and its digital asset expertise into a corporate structure that already includes Naver’s payments and broader financial services.
For Naver Financial, the transaction could strengthen its position in South Korea’s evolving digital asset economy.
For Dunamu, the combination could connect its crypto operations with one of the country’s largest technology and online-services ecosystems.
The main uncertainty now centers on timing rather than the basic design of the transaction.
With the shareholder record date scheduled for Jan. 18, the shareholder meeting set for Feb. 26 and completion targeted for March 31, regulators will remain central to whether the deal can finally close on its fourth planned timetable.
