Naver Financial, Dunamu push swap to Dec. 31 amid crypto law

Naver Financial and Dunamu have postponed their planned stock swap to Dec. 31, the companies said in a filing on DART, marking the second delay as regulators work on new crypto legislation.

The transaction had been moved from June 30 to Sept. 30 earlier this year. The DART filing cited uncertainty over the pace of regulatory review, registration with authorities and approvals for changes in corporate structure as reasons for the latest postponement.

Under terms announced when the merger was confirmed, Naver Financial will issue 87.56 million new shares and exchange 2.5422618 shares of Naver Financial for each share of Dunamu, the parent company of the Upbit exchange. The planned issuance was valued at about 15.13 trillion won based on a Naver Financial share price of 172,780 won at the time of the filing.

The filing warned that progress in the approval process could further delay the exchange or potentially nullify the agreement if regulatory requirements change.

Lawmakers and regulators are finalizing the Digital Asset Basic Act, a bill to regulate the cryptocurrency sector. One provision under discussion would limit the stake a major shareholder can hold in a domestic crypto exchange; a 20% cap has been proposed. The limit would apply to existing ownership structures if enacted.

South Korean financial authorities have argued that limiting large stakes in exchanges could reduce market concentration and improve transparency. Some lawmakers and industry representatives contend that such a limit could be unconstitutional and interfere with companies' business rights.

Naver Financial and Dunamu have not released detailed post-merger business plans. Industry observers expect the deal to allow Naver to incorporate Upbit's crypto infrastructure into its financial-services platform and to pursue joint investments in artificial intelligence and blockchain technologies.

The companies reiterated that the final contents of the Digital Asset Basic Act could materially affect the swap and that the deal remains subject to regulatory approvals. Until approvals are secured and the legislation's provisions are clarified, the timetable for the transaction remains provisional.