Naver Financial to acquire Upbit operator Dunamu in a $10.3B stock-swap deal

• Naver Financial will acquire Dunamu in a $10.3B stock-swap deal.
• The merger now awaits shareholder votes and key regulatory approvals.
• If successful, Upbit’s operator will become a wholly owned Naver subsidiary in 2026.

Naver Financial has set the stage for one of South Korea’s largest fintech and crypto-related mergers, unveiling a stock-swap plan to fully acquire Dunamu, the company behind the country’s dominant crypto exchange, Upbit.

Dunamu recently reported 10.4 trillion won in total assets and 4 trillion won in equity, with revenue up 35% and net profit rising 145% year-over-year, cementing its position as one of Korea’s most influential digital asset players.

A landmark stock-swap merger

Naver Financial confirmed that it will absorb Dunamu through a stock-swap transaction valued at approximately 15.1 trillion won, or about $10.3 billion.

To complete the merger, the company will issue 87.56 million new shares to Dunamu shareholders according to a filing made on Wednesday, making the crypto firm a wholly owned subsidiary once the process is finalised.

The exchange ratio, set at 2.5422618 Naver Financial shares for each Dunamu share, was determined through an external discounted cash-flow valuation.

The effective stock exchange date is scheduled for June 30, 2026, though shareholders will vote on the plan earlier, at general meetings set for May 22, 2026.

Investors who oppose the deal will have the option to exercise appraisal rights at a price of 117,780 won per Naver Financial share.

These rights can be exercised from May 22 to June 11, 2026.

However, the deal may be cancelled if appraisal demands exceed 1.1 trillion won combined, unless both parties agree to adjust the cap.

Several regulatory approvals are required

The merger still requires approval from multiple regulators before it can proceed.

The deal must pass a business combination review by the Fair Trade Commission and meet requirements tied to major shareholder changes under the Act on the Use and Protection of Credit Information.

Naver Financial acknowledged in its filings that delays remain possible if any part of the process stalls.

But despite those hurdles, the companies appear confident about the transition.

Naver has said it plans to use the merger to “secure future growth momentum based on digital assets.”

While the firms have not yet mapped out structural changes following the merger, both sides expect closer strategic and operational cooperation.

According to reports shared earlier this year, Naver Financial is preparing to launch a Korean won-backed stablecoin after the merger, though no official timeline has been disclosed.

If confirmed, the move aligns with broader shifts in South Korea, where major banks and policymakers have adopted a more supportive stance toward digital asset innovation.

Notably, the election of President Lee Jae-myung marked a turning point for crypto regulation, and several domestic banks have already announced plans to introduce won-pegged stablecoins by late 2025 or early 2026.

That environment may provide Naver with fertile ground to expand its fintech capabilities and build a digital finance ecosystem that integrates payments, blockchain services, and investment tools.

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