Naver-Dunamu Merger Delayed for the Third Time: Aiming for Completion in March 2027

The Naver and Dunamu merger is not over yet.

Due to the extended KFTC review process, the completion date for the Naver Financial-Dunamu share swap has been postponed for a third time to March 31, 2027, with the exchange ratio remaining at 2.5422618 shares of Dunamu per share.

Written: 2025-09-30 · Last Checked: 2026-10-25 · Progress as of October 25, 2026

Because this deal involves bringing the country’s top web portal and its leading virtual asset exchange, Upbit, under one roof, the process is time-consuming.

On paper, it looks like Naver is acquiring Dunamu, but the ownership table tells a different story.

Dunamu Chairman Song Chi-hyung becomes the largest individual shareholder, yet Naver retains the voting rights.

This article breaks down the complex structure, focusing on the timeline, financials, stablecoins, regulations, and the issues surrounding the backdoor listing.

Where does the Naver-Dunamu merger stand now?

To put it simply: the contract terms remain the same; only the schedule has slipped. In a regulatory filing on October 7, 2026, the companies announced that the shareholders’ meetings were moved from November 19 to February 26, 2027, and the share swap date from December 31 to March 31, 2027. Dunamu maintains that the fundamental structure, purpose, and direction of the deal remain unchanged.

Naver-Dunamu Merger: History of Postponements for the Naver Financial-Dunamu Share Swap

Disclosure Date	Shareholders’ Meeting	Share Swap Date	Notes
Nov 2025	May 22, 2026	Late June 2026	Initial plan
Mar 30, 2026	Aug 18, 2026	Sep 30, 2026	1st postponement (Korea Herald)
Jul 6, 2026	Nov 19, 2026	Dec 31, 2026	2nd postponement (Byline Network)
Oct 7, 2026	Feb 26, 2027	Mar 31, 2027	3rd postponement

Three approvals are holding things up: the Korea Fair Trade Commission’s (KFTC) business combination approval, the change of major shareholder approval and concurrent business reporting for Naver Financial, and the acceptance of Dunamu’s change of major shareholder report. The July filing also cited the Digital Asset Basic Act, currently under discussion in the National Assembly, as a variable.

The KFTC review has now entered its first year since the initial filing.

According to a Bizwatch report, the KFTC is examining the potential for reduced competition when these two leading companies cooperate closely, with industry observers suggesting conditions may be imposed on advertising, marketing, and finance. However, these are only observations, not final decisions.

KFTC Chairperson Joo Byung-ki reportedly expressed an intent to expedite the review to reach a conclusion within the year. Dunamu’s report for a change in major shareholder has been submitted but not yet accepted by financial authorities, which is expected to follow once the KFTC clears the deal.

It is worth noting that the possibility of the deal being rejected remains on the table.

The filing includes a clause allowing for contract termination if the scale of stock purchase claims exceeds 1.2 trillion KRW for either party. That said, no reports have surfaced suggesting the deal might be canceled.

What are Naver and Dunamu?

To understand this deal, you must first look at the contrasting strengths of the two companies.

One excels in scale and user base, while the other excels in profit margins.

Naver has expanded from search advertising into commerce, fintech, content, and cloud services. The fintech arm involved in this deal is Naver Financial, which handles payments, loan brokerage, and insurance comparisons via Naver Pay.

Naver’s 2024 consolidated revenue was 10.7377 trillion KRW, with an operating profit of 1.9793 trillion KRW.

This was an 11.0% and 32.9% increase respectively from the previous year, marking the first time a domestic internet company crossed the 10 trillion KRW revenue threshold. In 2025, the company grew further with revenue of 12.035 trillion KRW (+12.1%) and operating profit of 2.2081 trillion KRW (+11.6%). The operating profit margin has hovered around 18% for both years.

Dunamu generates profit primarily through Upbit.

Since its revenue is almost entirely dependent on transaction fees, its performance fluctuates significantly based on market conditions. In 2024, it reported revenue of 1.7316 trillion KRW and operating profit of 1.1863 trillion KRW, resulting in an operating margin of approximately 68.5%. In 2025, revenue fell to 1.5578 trillion KRW, operating profit to 869.3 billion KRW (-26.7%), and net profit to 708.9 billion KRW (-27.9%). Still, its operating margin remains at 55.8%—a level incomparable to Naver’s 18%.

Upbit’s position is confirmed by its market share.

According to transaction share data for the five KRW-based exchanges (aggregated by CoinGecko), Upbit held a 68.87% share for the year 2025, though it dipped to 63.95% in December. Meanwhile, Bithumb rose to 29.98%. While it remains a “one-leader” system, the gap is narrowing. Keep in mind that these figures can vary depending on the calculation method.

Dunamu is also expanding beyond the exchange. Its proprietary blockchain, GIWA Chain, and GIWA Wallet are examples, and its subsidiary, Lambda256, provides Security Token (STO) and NFT solutions via its BaaS platform, Luniverse. Startup investments are managed by Dunamu & Partners.

Comparison of Naver-Dunamu Merger Parties (2024 figures, see body for 2025)

Item	Naver (Consolidated)	Dunamu (Consolidated)
2024 Revenue	10.7377 trillion KRW	1.7316 trillion KRW
2024 Operating Profit	1.9793 trillion KRW	1.1863 trillion KRW
2024 Operating Margin	approx. 18.4%	approx. 68.5%
2025 Operating Profit	2.2081 trillion KRW	869.3 billion KRW
Core Business	Search, Commerce, Fintech, Content, Cloud	Virtual Asset Trading (Upbit), Web3 Infra, VC
Market Position	Dominant search, #1 mobile payment	68.87% KRW trading share in 2025

Naver brings users and data, while Dunamu brings profit-generating power.

If Naver has the “customers,” Dunamu has the “money-making engine.” Merging a centralized Web2 platform with a Web3-native company creates a clash in organizational culture, which remains a variable after integration.

Naver-Dunamu Merger Structure: Dunamu holds equity, Naver holds voting rights

This deal is structured as a comprehensive share swap where Dunamu becomes a 100% subsidiary of Naver Financial.

The structure was determined by the difference in valuation. The disclosed equity value was 15.13 trillion KRW for Dunamu and 4.94 trillion KRW for Naver Financial, a ratio of approximately 3.06 to 1. With an exchange price per share of 439,252 KRW for Dunamu and 172,780 KRW for Naver Financial, each Dunamu share is swapped for approximately 2.54 (2.5422618) shares of Naver Financial (The Block). Naver Financial will issue 87,559,198 new shares to distribute to Dunamu shareholders.

This issuance of new shares flips the ownership table.

After the share swap, Naver’s stake in Naver Financial becomes approximately 17%, making it the second-largest shareholder, while Chairman Song Chi-hyung remains the largest shareholder even as his stake drops from 25.5% to 19.5%. Vice Chairman Kim Hyung-nyun follows with 10%, Kakao Investment with 8.11%, and Mirae Asset affiliates with 6.8%. Because the owner of the parent company, Naver Financial, shifts to the individuals from the acquired side, it has been dubbed a “reverse takeover."

However, there is a twist. A mechanism was designed to delegate the voting rights of Chairman Song and Vice Chairman Kim to Naver, allowing Naver to exercise 46.5% of the voting rights (17% owned + 29.5% delegated). This is reportedly a mechanism to meet the requirements for incorporating Dunamu into the Naver group. Thus, the interpretation that “Dunamu management takes control” is only half-true. It is a reverse takeover in terms of equity, but a structure where Naver maintains control in terms of voting rights. One must keep checking the filings to see how long this delegation lasts and how the contract terms might change.

Both companies chose this complex structure because they were in a hurry.

Naver’s search advertising is reaching maturity, and commerce faces stiff competition from Coupang. Having experienced the LINE management dispute, it needed a new path for global expansion. It concluded that simple mobile payments weren’t enough to build a financial super-app, and Dunamu was the fastest partner with digital assets. Naver CEO Choi Soo-yeon called this a “strategic choice.”

Dunamu needed the shield of an established institution. Having operated under regulatory uncertainty, partnering with a national champion like Naver stabilizes its relationship with authorities. Connecting to Naver ID users simplifies registration, and it creates room to diversify revenue from transaction fees into stable businesses like payments and asset management.

Market valuation is also worth considering.

It means the market valued Dunamu’s Web3 potential at more than three times the current scale of Naver Pay. Naver shareholders might complain about giving up a core subsidiary too cheaply, while Dunamu shareholders might be unhappy with the valuation. Final success depends not only on regulatory approval but also on convincing shareholders that long-term synergy will outweigh short-term losses.

Synergies and Risks of the Naver-Dunamu Merger

Area	Naver’s Benefit	Dunamu’s Benefit	Core Risk
Users/KYC	Inflow of crypto investors	User base, simplified ID verification	Privacy/security from data integration
Payments	Reduced fees via stablecoin network	Linking Upbit assets to Naver Pay	Conflict with card/VAN companies
Stablecoins	Preempting Web3 financial infra	Control over issued coin distribution	BOK/financial authority regulation
Web3 Services	Applying Dunamu tech to services	Securing a commercial testbed	Tech integration difficulty, culture clash
Data	Personalized finance via asset data	Developing products via search/consumption data	Data monopoly criticism, regulation
Regulations	Reduced crypto uncertainty	Leveraging government relations	Potential target for “Too Big to Fail” criticism
Global	Foothold for global expansion	Leveraging Naver’s network	Regulatory differences, competition with USD stablecoins

Will Upbit and Naver Pay create a super-app? Shifts in the financial landscape

Once the merger is complete, search (Naver), shopping (Naver Commerce), payments (Naver Pay), and asset investment (Upbit) will be linked in a single ecosystem. This creates a lock-in effect where users find it difficult to leave.

Data is an even greater force than lock-in. Naver’s search history and purchase patterns combined with Dunamu’s investment habits and transaction history create the most sophisticated personal financial profile in Korea. Cross-selling, such as recommending a custom loan to someone who searched for “newlywed home interior,” becomes possible—something banks or securities firms struggle to replicate. This data itself is a regulatory issue, which we will discuss later.

“Big Blur” is the phenomenon where boundaries between industries fade due to technological advancement. If a technology platform, payment service, and exchange become one company, Naver becomes a competitor to banks, and stablecoins become a competitor to card companies.

• Traditional Banks: If stablecoins take root, deposits could drain into super-app digital wallets, weakening interest margins and financial intermediation.
• Securities Firms: If stocks and virtual assets can be traded in one Naver app, there is less reason to open a separate MTS. Younger investors are likely to prefer an integrated platform.
• Card Companies: If a proprietary stablecoin-based payment network is built, the merchant fee model will be shaken, as the removal of intermediaries reduces costs.

To respond to this pressure, financial firms must either grow their own platforms or partner with other big tech companies, likely leading to further M&A and industry consolidation.

How is the Upbit KRW stablecoin designed, and where does legislation stand?

The most controversial aspect of this deal is the private stablecoin pegged to the Korean Won. For convenience, let’s call it the “KRW-coin.” Note that the name and design are not finalized, as this is a concept discussed for post-merger business.

The concept itself is simple.

Dunamu handles issuance and distribution using GIWA Chain and Upbit infrastructure, while Naver creates use cases with Naver Pay wallets and merchant networks. When a user charges 1,000 KRW, 1,000 KRW-coins are issued, and the cash received is held in safe assets like bank deposits or government bonds as reserves.

Stablecoins themselves are not a direct source of revenue because their value doesn’t change. Profit comes from interest earned on reserves and cost savings from replacing card fees with a proprietary payment network. The market expects significant profit once this business stabilizes, but official figures are unavailable.

Legislation is the hurdle.

Korea’s current Virtual Asset User Protection Act focuses on investor protection, leaving a vacuum regarding stablecoin issuer qualifications or reserve regulations. The phase-2 Digital Asset Basic Act, which would fill this gap, has not yet passed. The government announced a legislative plan for the second half of 2026 on July 14, 2026, but the government’s proposal has not been disclosed, and it has already missed its initial Q1 target. Reports have indicated that subcommittee reviews in the National Assembly have been repeatedly delayed. The most recent data I have is as of July 14, and since I have not independently verified its passage since then, I recommend checking the National Assembly’s legislative information system directly.

There are two main points of contention. One is whether to limit the issuer to a consortium with at least 51% (50%+1 share) bank ownership, and the other is whether to cap the exchange’s major shareholder stake at 15–20%. Reports suggest the Bank of Korea and the Financial Services Commission (FSC) hold differing views on this. The second issue is directly related to this deal, as a cap could put Chairman Song Chi-hyung’s 19.5% stake in jeopardy. Depending on the bill’s content, the merger structure might need adjustment.

Financial authorities and the Bank of Korea have clear concerns:

• Coin Run: If reserves become insolvent or trust collapses, large-scale withdrawals occur. The 2022 Terra-Luna crisis is a prime example.
• Reduced Bank Lending: If deposits move to reserves, commercial liquidity might decrease, weakening lending capacity.
• Money Laundering: Risks of illegal fund transfers using anonymity are raised.
• Monetary Sovereignty: As private stablecoins become widely used, the effectiveness of central bank monetary policy weakens. This is also why the Bank of Korea continues its CBDC research.

The world market is dominated by USD-pegged USDT and USDC.

the EU has established a basis for Euro-based issuance with the MiCA bill, and the US is also pushing policies to foster stablecoins. Differences between the US Genius Act, EU MiCA, and Korea’s legislative bill are summarized in Global Stablecoin Regulation Comparison. Since the KRW is not a reserve currency, it will remain domestic for the time being, but it could serve as a precedent for non-dollar countries. The way traditional finance and DeFi meet on stablecoins is explained in Connecting DeFi and TradFi.

Regulators of the Naver-Dunamu merger: KFTC, Financial Authorities, and Politicians

Regulatory hurdles are split into three branches. Here is a summary of what each institution scrutinizes:

The KFTC determines if market competition is substantially reduced. The first issue is how to define the “relevant market.” The merged entity will argue that mobile payments, virtual asset trading, and securities investment are separate markets, while the KFTC may bundle them as “digital integrated financial services.” Viewed broadly, the market share raises monopoly concerns. Specifically, they examine:

• Tying/Bundling: Forcing users of dominant services like search and shopping to also use financial services.
• Exclusionary Conduct: Blocking or disadvantageously treating competing fintech apps or other exchanges.
• Stifling Potential Competition: Acquiring a strong latecomer like Dunamu to cut off innovation.

In the past, the KFTC tended to allow big tech mergers with corrective measures rather than outright bans. However, as seen in the case of blocking SK Telecom’s acquisition of CJ HelloVision, bans are possible if anti-competitive effects are clear. Current observations point toward conditional approval.

the FSC and the Financial Supervisory Service (FSS) look at system stability. There is a “Too Big to Fail” concern about a massive platform entering the heart of finance without bank-level regulation, and they must evaluate the impact if the merged entity collapses and triggers a run on banks, the payment market, or stablecoins.

Political and public opinion is divided. One side argues for a “national champion” to compete against global big tech like Google and Apple, while the other criticizes it as a “digital Goliath” harming small businesses and consumers. There are also gaps in the system. Naver is supervised by the KFTC as a platform operator, and Dunamu by the FSC as a virtual asset operator; there is no agency to supervise the combined entity as a whole. If the US releases crypto-friendly laws, the pressure to not “fall behind global standards” could bolster the case for approval.

Naver-Dunamu Merger: Issues and Expected Responses by Regulatory Body

Agency	Core Concern	Expected Result	Merged Entity’s Response
KFTC	Abuse of market dominance, stifling innovation	Conditional approval (corrective measures in ads/marketing/finance)	Platform openness and startup support
FSC/FSS	Systemic risk, consumer protection, Too Big to Fail	Restrictions on stablecoin business, stricter prudential regulation	Transparent reserve management, information firewalls
Bank of Korea	Monetary policy effectiveness, payment instability	Limits on issuance scale/usage	Managing reserves in government bonds, CBDC interoperability
Politics/Public	Data monopoly, small business fees	Platform regulation bills, negative sentiment	Mutual growth fund, fee cuts, external algorithm committee

Naver-Dunamu merger and backdoor listing: Did Dunamu choose this over an IPO?

Because non-public Dunamu is entering the listed Naver Financial, this deal raises the issue of a “backdoor listing." It is a method where a non-listed company merges with a listed company to effectively enjoy the benefits of being listed. In the past, it was used as a shortcut for insolvent companies, so it carries a negative perception, and the Korea Exchange applies strict scrutiny. If the value of the non-listed company is larger than the listed one or if management control changes, it must undergo reviews equivalent to a new listing. This means Dunamu does not bypass the listing process.

The advantage of a backdoor listing is speed and certainty. The virtual asset market is highly volatile, making IPO schedules vulnerable to market conditions. Mergers determine value at the negotiation stage, relatively freeing them from the risk of price volatility. Listing as a subsidiary of the national icon Naver also adds to investor confidence. The downside includes microscopic scrutiny by the exchange (KOSPI market) and the perception by some investors that it is a choice made by companies struggling with a standard IPO.

Comparison: Backdoor Listing via Naver-Dunamu Merger vs. Traditional IPO

Evaluation Factor	Backdoor Listing via Merger	Traditional IPO
Time Required	Relatively fast and predictable (though this deal was delayed 3 times)	Long, susceptible to delays/cancellation due to market conditions
Valuation	Fixed at negotiation, less impact from market volatility	Fluctuates based on demand forecasting
Regulatory Review	Strict qualitative review equivalent to a new listing	Preliminary listing eligibility and securities filing review
Market Trust	“Naver” halo effect	Official validation through the market
Funding	Large-scale funding via new shares is limited	Significant new funding possible
Shareholder Liquidity	Provides listed shares to existing shareholders	Opportunity to exit via offering existing shares

There is a reason I added the caveat that “this deal was delayed 3 times” in the table. While speed has been considered the biggest advantage of backdoor listings, the schedule shows that this advantage weakens in large deals. The fundamental reason Dunamu chose a backdoor listing is closer to hedging against the volatility of an IPO, where enterprise value can swing to heaven or hell depending on the Bitcoin price. Diversifying the business portfolio helps mitigate volatility and regulatory risks.

Once the merger is complete, the nature of Naver stock will change. Institutions wanting to invest in the virtual asset market can use Naver as a “proxy,” but the burden of becoming a high-volatility stock where Bitcoin prices directly impact Naver Financial’s value follows. As seen in the 26.7% drop in Dunamu’s operating profit in 2025, the crypto market’s health translates directly into performance.

Post-merger: Data monopoly, the choices of Kakao and Toss, and scenarios

Once you strip away the schedule and the laws, the remaining questions are social.

Information on what you are curious about (search), what you want (shopping), how you spend (payment), and where you invest (investment) is accumulated in a single database. The data monopoly of super-apps is a controversial topic globally. Data can raise barriers to entry, block startups, and be used as a means to force unfavorable terms on participating small businesses. If a hack or internal leak occurs, the scale of damage will be different.

There are also problems arising from algorithms intervening in daily choices:

• Filter Bubble: Only showing information you like, reducing opportunities to encounter diverse perspectives.
• Algorithmic Discrimination: Bias in training data can be repeated or amplified in loan reviews or insurance premium calculations. For example, being penalized just for where you live.
• Black Box: It is difficult to explain why a loan was rejected or why a price looks expensive only to you.

Market share calculations alone cannot explain this merger. A social regulatory framework for data governance and algorithmic accountability is needed.

Competitors are in a complex position. The most troubled party is Kakao. Dunamu was a shareholder invested in by Kakao Investment, former CEO Lee Seok-woo is from Kakao, and Dunamu’s predecessor, Securities Plus, was close to KakaoTalk. An old ally has joined hands with the biggest rival.

Kakao must either rush its own super-app by linking the Kaia ecosystem with KakaoBank and KakaoPay or find an exchange partner to replace Upbit. Toss has been cautious about virtual assets but can no longer delay its decision. There are three paths: allying with second-tier exchanges like Bithumb or Coinone, differentiating itself as a “stable integrated financial platform,” or charging ahead with exchange acquisitions or proprietary businesses.

If this flow continues, the fintech market is likely to reorganize into a “2-strong, 1-medium” structure. Small and medium fintechs must either enter one of these three ecosystems or survive in niche markets. The focus of competition will shift from individual products to who can keep users locked in with a stronger partnership network.

Finally, there are three possible scenarios for the outcome:

• A. “Roar of the Hydra,” Unconditional Approval: Regulators accept the argument for global competitiveness and approve with minimal conditions. Integration and stablecoin launch accelerate, putting Kakao and Toss on the defensive, while data monopoly controversy grows.
• B. “Giant in Chains,” Conditional Approval: The most likely path. The KFTC and FSC impose conditions such as platform openness, firewalls between financial and non-financial data, and stablecoin issuance limits. Integration synergy is slow, and competitors gain time to counterattack.
• C. “Stranding of the Big Deal,” Rejection or Cancellation: Authorities judge that the monopoly or financial stability risks are too high, or the scale of stock purchase claims exceeds the limit, leading to contract dissolution. Dunamu pursues a solo IPO or finds a new partner, and Naver seeks other alternatives.

What each party must do is relatively clear.

Naver and Dunamu must present concrete solutions for data privacy, market openness, and algorithmic fairness before regulators point them out.

Kakao, Toss, and traditional financial firms must secure partnership candidates that can move immediately regardless of the scenario, and focus on their own strengths—trust, security, and understanding of specific customer segments.

Regulators are ordered not to end this as a one-off review but to use it as an opportunity to break down departmental silos. It means standards that encompass data governance, algorithmic accountability, and private digital currency are needed.

Therefore, the schedule to watch moving forward narrows down to four items: the KFTC’s business combination decision (aiming for within the year), the acceptance of Dunamu’s change of major shareholder report, the processing of the phase-2 Digital Asset Basic Act, and the shareholders’ meeting on February 26, 2027. If just one of these goes wrong, the schedule could change again.

Notice: This article is general information based on public data at the time of writing and is not a recommendation for specific investments or financial products. Figures and policies may change. Share swap schedules and legislative status are as of October 25, 2026. Items not re-verified by opening the original source are marked in the reference list. (Last check: 2026-10-25)

※ This is not a request to buy or sell specific stocks or assets. Virtual assets carry a high risk of principal loss.