Korean search giant Naver's financial subsidiary Naver Financial and Upbit's parent company Dunamu officially announced a second extension of their $9.9 billion stock swap agreement on July 7, postponing the completion deadline from the original September 30 to December 31. The core reason for the delay is that three official reviews have not yet been cleared.
Three Official Reviews Not Yet Cleared: FTC Antitrust, Major Shareholder Change Approval, and Filing Acceptance
According to reports, the Naver Financial and Dunamu stock swap transaction currently faces three outstanding official reviews:
Korea Fair Trade Commission (FTC) Antitrust Approval: Official antitrust review of the business combination.
Credit information-related approval for Naver Financial's change of largest shareholder: A financial regulatory requirement.
Dunamu's acceptance of filing for change of largest shareholder under the Specific Financial Transaction Information Act: Anti-money laundering and counter-terrorism financing regulatory requirements.
All three reviews have yet to receive a green light, which is the direct cause of the second delay of this agreement. Naver Financial stated in an official statement: "We are actively cooperating with the Fair Trade Commission's review process and will do our utmost to ensure the smooth completion of the transaction."
Key Transaction Figures: 87.56 Million New Shares, $9.9 Billion Scale, and Latest Timeline Milestones
According to the official announcement, the key figures and timeline for this stock swap transaction are as follows:
Swap Ratio: 1 share of Dunamu for 2.5422618 shares of Naver Financial; the equity value ratio between the two parties is approximately 3.06:1.
New Share Scale: Naver Financial will issue approximately 87.56 million new shares, with a total value of approximately 15.13 trillion Korean won (approximately $9.9 billion).
Shareholder Record Date: Postponed to October 22, 2026.
Extraordinary General Meeting Date: Postponed to November 19, 2026 (originally August 18).
Expected Completion Date: Postponed to December 31, 2026 (originally September 30).
After the transaction is completed, Dunamu will become a wholly-owned subsidiary of Naver Financial (excluding employee restricted shares), but both parties will continue to operate under independent brands.
Digital Asset Framework Act Strict Liability Controversy and Upbit Hack Background
The National Assembly of South Korea is currently intensively deliberating the Digital Asset Framework Act. Among its provisions, regulators are considering imposing a "strict liability system" on crypto exchanges, similar to that of banks—meaning that if a platform is hacked, the exchange must fully compensate users for their losses.
Upbit previously suffered a hack, losing approximately $30 million worth of Solana (SOL) tokens; a subsequent internal audit also pointed to potential vulnerabilities in its wallet software that could lead to private key exposure.
If the strict liability system is formally enacted into law, similar security incidents could impose a potential financial burden on future parent company Naver. Market analysts warn that if final regulatory approval is not granted, or if the new regulations prove stricter than expected, this $9.9 billion stock swap transaction faces a risk of further delays. The above represents the analysts' personal views, and official regulatory decisions shall prevail.
Frequently Asked Questions
What is the latest completion deadline for the Naver Financial and Dunamu stock swap transaction?
According to the latest announcement on July 7, 2026, the expected completion date of this $9.9 billion stock swap agreement has been postponed from the original September 30, 2026 to December 31, 2026; the extraordinary general meeting has been postponed to November 19, 2026, and the shareholder record date to October 22, 2026. Specific timelines are subject to the official announcements of both parties.
What is the core reason for the second delay of this agreement?
According to reports, the main reason is that three official reviews have not yet been cleared: the Korea Fair Trade Commission (FTC) antitrust approval for the business combination, the credit information approval for Naver Financial's change of largest shareholder, and Dunamu's acceptance of filing for change of largest shareholder under the Specific Financial Transaction Information Act. Additionally, the National Assembly's deliberation of the Digital Asset Framework Act (including strict liability clauses) is also a major uncertainty factor.
What is the potential impact of the "strict liability system" under the Digital Asset Framework Act on Naver?
According to reports, regulators are considering requiring crypto exchanges to fully compensate user losses when the platform is hacked. Upbit previously suffered a hack resulting in approximately $30 million in SOL losses. If the strict liability system is enacted as law and Dunamu becomes a wholly-owned subsidiary of Naver Financial, compensation liability for similar security incidents could be borne by Naver. Specific legal liabilities are subject to the final legislative text and the official ruling of South Korea's financial regulatory authorities.
