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South Korea\u2019s FSS orders Dunamu to correct omissions in its Naver Financial stock swap filing as new digital asset rules threaten the merger\u2019s structure and timeline.<\/p>\n
\n Summary<\/span>\n <\/p>\n <\/p>\n South Korea\u2019s Financial Supervisory Service (FSS) has issued<\/a> a corrective order to Dunamu, the operator of leading crypto exchange Upbit, over \u201csignificant omissions or false statements\u201d in a disclosure about its planned comprehensive stock swap with Naver Financial, according to local outlet Money Today as cited by Coinness. The FSS said problems were concentrated in sections on \u201cfuture corporate restructuring plans\u201d and \u201cother important matters related to investment decisions,\u201d effectively accusing Dunamu of under\u2011disclosing key risks to shareholders as it moves toward becoming a wholly owned subsidiary of Naver Financial.<\/p>\n Under the deal structure first approved in November 2024, Naver Financial aims to acquire 100% of Dunamu through a share exchange that would convert existing Dunamu investors into Naver Financial shareholders and fold the Upbit operator under Naver\u2019s fintech umbrella. According to a correction report filed by Naver Financial, external valuers set the corporate value ratio between the two at 1 to 3.064569, with earlier crypto.news coverage putting Dunamu\u2019s implied valuation in the $10 billion range and the broader merger around $14.5 billion. As previously reported in a crypto.news story, the tie\u2011up is pitched as a super\u2011app play that marries Naver Pay\u2019s payments rail with Upbit\u2019s trading engine, giving the combined group control over more than 70% of South Korea\u2019s crypto volumes.<\/p>\n Naver Financial has already pushed back the timetable for the stock swap by roughly three months, with a shareholder vote now slated for August 18 and closing expected on September 30, according to a recent regulatory filing highlighted by crypto.news. Naver said it adjusted the schedule to reflect \u201capproval procedures and improvement of laws,\u201d as antitrust reviews at the Korea Fair Trade Commission<\/a> (KFTC), major shareholder change declarations and evolving digital asset rules all converge on the transaction.finance.<\/p>\n <\/p>\n Industry commentary in Chosun Ilbo warned that proposed limits on major shareholders in virtual asset exchanges\u2014floated in connection with South Korea\u2019s Digital Asset Basic Act<\/a>\u2014could make Naver\u2019s 100% control of Dunamu \u201cunfeasible\u201d if thresholds are set as low as 15\u201320%. Dunamu CEO Oh Kyoung\u2011suk told shareholders that if caps are fixed at \u201c20% for individuals and 34% for corporations, it will affect both Naver Financial\u2019s 100% control structure and major shareholders,\u201d but added that the company would \u201cproceed as originally planned regardless.\u201d<\/p>\n The corrective order lands amid a broader regulatory reset as Seoul finalizes its Digital Asset Basic Act, a framework meant to anchor South Korea\u2019s crypto rules from 2026. As detailed in a separate crypto.news story, the draft introduces no\u2011fault liability for digital asset operators, forces stablecoin issuers to hold more than 100% reserves at segregated institutions, and hands new enforcement and oversight powers to agencies including the Financial Services Commission and the Bank of Korea<\/a>.<\/p>\n For Dunamu and Naver, that means the economics and governance of the merger sit in the crosshairs of rules still being negotiated, with ownership caps, reserve mandates, and stricter disclosure standards all capable of derailing or re\u2011pricing the deal. In that sense, the FSS\u2019s move to force a more detailed explanation of \u201cfuture corporate restructuring plans\u201d reads less as a technical compliance issue and more as a stress test of how Korea\u2019s new digital\u2011asset order will treat a dominant domestic exchange trying to plug itself directly into a tech\u2011payments giant.<\/p>\n <\/p><\/div>\n\n\n