Dunamu, operator of South Korea’s largest cryptocurrency exchange Upbit, has completed its conversion to U.S. Generally Accepted Accounting Principles (US GAAP) and begun practical procedures toward a Nasdaq listing. According to investment banking industry sources on the 24th, Dunamu recently completed the process of converting its financial statements to U.S. accounting standards, commissioned through a major South Korean accounting firm. This is considered the first gateway to a U.S. stock market listing.<\/p>\n
Dunamu stated it plans to pursue a listing once the comprehensive share swap with Naver Financial is finalized. However, the company maintains that no decision has yet been made regarding which country the listing will target. Market consensus strongly points to Naver Financial listing on Nasdaq in the form of American Depositary Receipts (ADRs).<\/p>\n
The two companies agreed to establish an IPO committee for Naver Financial within one year of completing the share swap. Corporate valuations were set at approximately \u20a915 trillion (approximately $10.9 billion) for Dunamu and approximately \u20a95 trillion (approximately $3.6 billion) for Naver Financial, with an exchange ratio of 2.54 Naver Financial shares per Dunamu share. The related shareholders’ meeting is scheduled for November 19, with the share swap date set for December 31. This follows two postponements from the originally planned May 22 shareholders’ meeting and June 30 swap date.<\/p>\n
Why a U.S. Listing?<\/p>\n
Naver is listed on the KOSPI. Listing Naver Financial\u2014or Dunamu, which will become a wholly owned subsidiary after the share swap\u2014on the domestic exchange would make it difficult to avoid parent-subsidiary dual listing controversy. The South Korean government implemented a system on the 3rd that in principle prohibits parent-subsidiary dual listings. While a domestic listing is not entirely blocked, the parent company’s board must assess and disclose listing necessity, shareholder protection, and management independence, and the process requires special committee review and shareholder approval.<\/p>\n
A U.S. listing, by contrast, is possible through ADR issuance while maintaining the Korean corporate entity. This means a South Korean company can enter the U.S. stock market without establishing a separate holding company in the United States\u2014a so-called “flip” structure. SK Hynix listed on Nasdaq last month using this approach. Since the entity operating Upbit remains in South Korea, user accounts and Korean won deposit\/withdrawal structures remain unchanged. Obligations under the Virtual Asset User Protection Act\u2014including bank custody of deposits and cold wallet segregation\u2014continue to apply to the domestic operator.<\/p>\n
A listing is also necessary from the perspective of Dunamu shareholders. If the Naver Financial shares received as consideration in the share swap remain unlisted, they carry no voting rights and offer significantly reduced liquidity potential. A listing effectively serves as an “exit route.”<\/p>\n
The U.S. Onshoring Policy for Digital Assets<\/p>\n
The U.S. government is actively courting overseas cryptocurrency exchanges. President Trump met with cryptocurrency industry executives at the White House on the 19th and announced that Singapore-based Hyperliquid is pursuing a U.S. expansion. This is part of an “onshoring” policy aimed at drawing overseas virtual asset trading into the United States to secure hegemony over global digital asset trading.<\/p>\n
Paul Atkins, Chairman of the U.S. Securities and Exchange Commission (SEC), is reportedly meeting with cryptocurrency exchanges outside the United States to request U.S. listings. Dunamu is said to be among those invited and has received a Nasdaq listing proposal. Chairman Atkins also unveiled a tailored exemption framework on the 18th that would not apply securities regulations to digital assets in their entirety.<\/p>\n
Remaining Variables<\/p>\n
The biggest obstacle to the share swap is the scale of appraisal rights exercised by dissenting shareholders. The exercise period runs from November 19 to December 9, with a buyout price of \u20a9439,252 (approximately $320) per share. Both parties agreed that the deal can be terminated if the total buyout amount exceeds \u20a91.2 trillion (approximately $869.8 million). If a significant portion of Dunamu’s minority shareholders\u2014who collectively hold over \u20a93.5 trillion (approximately $2.5 billion) in shares\u2014exercise their rights, the transaction itself could be jeopardized.<\/p>\n
Institutional uncertainty in the United States is another variable. The Digital Asset Market Clarity Act passed the House of Representatives in July of last year but failed to reach a Senate vote before the August recess. The vote has been pushed to September. The legislation determines which digital assets are securities versus commodities, and whether the SEC or the Commodity Futures Trading Commission (CFTC) has jurisdiction. If the bill’s passage is delayed, uncertainty remains over which agency exchanges must obtain authorization from.<\/p>\n
The listing process itself also takes time. Preparation alone typically requires one to two years. Companies must file a registration statement with the SEC, undergo audits by a Public Company Accounting Oversight Board (PCAOB)-registered accounting firm, and complete internal control verification under the Sarbanes-Oxley Act. The US GAAP conversion represents the first step in this process.<\/p>\n
A senior South Korean financial regulatory official said, “US GAAP conversion is a procedure that must be undertaken for a U.S. listing,” adding, “Whether an individual company lists in the United States is not a matter for regulators to interfere with.”<\/p>\n","protected":false},"excerpt":{"rendered":"Dunamu, operator of South Korea’s largest cryptocurrency exchange Upbit, has completed its conversion to U.S. Generally Accepted Accounting…\n","protected":false},"author":2,"featured_media":130052,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[623],"tags":[28068,5083,2068,657,6441,66306,66305,12849,2818,66304],"class_list":["post-130051","post","type-post","status-publish","format-standard","has-post-thumbnail","category-naver","tag-american-depositary-receipt","tag-dunamu","tag-nasdaq","tag-naver","tag-naver-financial","tag-paul-atkins","tag-share-swap","tag-u-s-securities-and-exchange-commission","tag-upbit","tag-us-gaap"],"_links":{"self":[{"href":"https:\/\/www.europesays.com\/korea\/wp-json\/wp\/v2\/posts\/130051","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.europesays.com\/korea\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.europesays.com\/korea\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/korea\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/korea\/wp-json\/wp\/v2\/comments?post=130051"}],"version-history":[{"count":0,"href":"https:\/\/www.europesays.com\/korea\/wp-json\/wp\/v2\/posts\/130051\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.europesays.com\/korea\/wp-json\/wp\/v2\/media\/130052"}],"wp:attachment":[{"href":"https:\/\/www.europesays.com\/korea\/wp-json\/wp\/v2\/media?parent=130051"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.europesays.com\/korea\/wp-json\/wp\/v2\/categories?post=130051"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.europesays.com\/korea\/wp-json\/wp\/v2\/tags?post=130051"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}