The corporate merger review between Naver and Dunamu, operator of the virtual asset exchange Upbit, is approaching a critical watershed in September. While South Korea’s Fair Trade Commission (KFTC) has repeatedly stated it aims to complete the review “within the year,” the working-level assessment must conclude by the end of this month at the earliest, or by September at the latest, to secure approval before the shareholders’ meeting scheduled for November 19. Concerns are mounting that any further delay could push the merger timeline into next year.
According to industry sources on the 10th, the KFTC plans to wrap up its consultation with industry stakeholders and interested parties regarding the corporate combination of Naver Financial and Dunamu by the end of this month. The working-level review of the business plans submitted by both companies is also reported to have progressed substantially and is entering its final stages.
Previously, KFTC Chairman Joo Byung-ki stated at a National Assembly Political Affairs Committee plenary session on the 28th of last month that the review “can be completed by year-end.” Given Chairman Joo’s mention that the KFTC “requested related materials from Naver on 13 occasions,” there is an interpretation that the substantive working-level review is effectively in its final phase. KFTC Vice Chairman Nam Dong-il also drew a line on the 3rd, stating, “While the materials submitted by the companies have not kept pace with our expected speed, the situation is not one of delay.”
However, industry observers view September as the de facto final window for the working-level process to secure KFTC approval before the November shareholders’ meeting. The KFTC’s merger review process proceeds sequentially through a general working-level review, drafting of the review report, dispatch of the review report to the applicant companies for their feedback, and finally, presentation and resolution at a plenary session. For the two companies to hold the shareholders’ meeting as scheduled on November 19, the drafting of the review report following the working-level review must be completed by September at the latest.
The fact that the schedule has already been pushed back twice adds to the burden. After filing their corporate combination notification at the end of November last year, Naver and Dunamu postponed the shareholders’ meeting for the stock exchange and the deal closing date from May 22 and June 30 to November 19 and December 31, respectively. Concerns are being raised that if the schedule slips once more into next year, the momentum for the corporate combination could weaken.
The stock exchange ratio is also a sensitive variable. At the time of the combination announcement last November, it was set at 2.5422618 shares of Dunamu common stock for every 1 share of Naver Financial common stock. If the review becomes protracted and the fluctuation in the corporate value of both companies widens, pressure could mount to re-examine the stock exchange ratio.
An investment banking industry official noted, “The stock exchange ratio is the most sensitive issue in a corporate combination. If pressure to reset the ratio grows due to changes in corporate value, the thinking of shareholders on both sides could shift.”
During its recent earnings conference call, Naver indicated that the combination with Dunamu could be a positive financial factor. Kim Hee-chul, Naver’s Chief Financial Officer (CFO), explained during the second-quarter 2026 earnings call on the 7th, “Rather than being a negative factor for cash flow, the combination with Dunamu is a positive factor, as Dunamu’s cash-equivalent assets can also be utilized from a consolidated perspective.” This suggests Naver can leverage the Dunamu combination not merely as an entry into new digital asset businesses, but also as a card to bolster its financial strength.
From a business standpoint, the combination of Naver Financial and Dunamu is expected to serve as a springboard for Naver to expand from payment and financial services into the digital asset domain. By adding Dunamu’s digital asset infrastructure to Naver Financial’s payment, membership, and financial services base, the entity can secure new user touchpoints and digital asset-based financial services beyond existing simple payment systems. If the combination is successfully completed, it will give birth to a mega-integrated platform encompassing payments, virtual assets, and stock investments, with an enterprise value reaching 20 trillion won (approximately $14.1 billion).
Changes have also occurred in Dunamu’s shareholder composition. Recently, Hana Financial Group, three Samsung Group affiliates—Samsung Securities, Samsung SDS, and Samsung Card—and Hanwha Investment & Securities have successively invested in Dunamu stakes. As a result, Hanwha Investment & Securities (9.84%) has risen to become the third-largest shareholder, with Hana Bank (6.55%) and the three Samsung companies (4.0%) joining as major shareholders. This shareholding structure follows the largest shareholder, Dunamu Chairman Song Chi-hyung (25.6%), and the second-largest shareholder, Vice Chairman Kim Hyung-nyun (13.1%).
Once the stock exchange with Naver Financial is completed, the shareholder composition will be reshuffled once again. Applying the stock exchange ratio, Chairman Song Chi-hyung would become the single largest shareholder of Naver Financial, holding approximately a 19% stake. Conversely, Naver’s stake in Naver Financial would decrease from 69% to 17%.
New business areas drawing attention from both companies include stablecoins, real-world asset tokenization (RWA), and security token offerings (STO). A key strength identified is the ability to integrate stablecoins into Naver’s simple payment network and commerce ecosystem for use in payments, remittances, and overseas commerce. The role of Hana Financial, which has joined as a new shareholder in Dunamu, is also noteworthy. As legislation for a Digital Asset Basic Act related to stablecoins is being pursued, with banks cited as core issuing entities, there are observations that a consortium centered on Hana Bank could combine Upbit’s distribution network with Naver’s payment infrastructure to build an ecosystem encompassing the entire process of “issuance-distribution-payment.”
However, while the review drags on, overseas digital asset operators are successively forming partnerships with domestic companies. Global stablecoin issuer Circle has decided to cooperate with Kakao and Toss across the virtual asset sector, including won-pegged stablecoins. Hong Kong’s HashKey Group is also exploring cooperation in the digital asset field with K-Bank and BPMG.
Given the rarity of corporate combinations between platforms and virtual asset exchanges, it is inevitable that the KFTC is closely scrutinizing competition restrictions, data integration, and the impact on financial and digital asset markets. Nonetheless, concerns are emerging within the industry that the longer the conclusion is delayed, the greater the uncertainty for the Naver-Dunamu combination, and the less time remains to seize the initiative in South Korea’s digital asset market.
A virtual asset industry official stated, “If this drags on further, the risk of the Naver-Dunamu deal collapsing increases, and there are concerns it could even undermine the growth engine of the domestic digital asset industry, so a swift conclusion must be reached.”