FSS orders Dunamu to correct disclosure on Naver Financial deal

South Korea’s FSS orders Dunamu to correct omissions in its Naver Financial stock swap filing as new digital asset rules threaten the merger’s structure and timeline.

Summary

• South Korea’s Financial Supervisory Service ordered Dunamu to correct “significant omissions” in filings on its stock swap with Naver Financial.
• The deal would make Upbit operator Dunamu a wholly owned Naver Financial subsidiary but now faces regulatory, competition, and legislative uncertainty.
• Ongoing debate around South Korea’s Digital Asset Basic Act threatens to reshape exchange ownership rules and the merger’s underlying logic.

South Korea’s Financial Supervisory Service (FSS) has issued a corrective order to Dunamu, the operator of leading crypto exchange Upbit, over “significant omissions or false statements” 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 “future corporate restructuring plans” and “other important matters related to investment decisions,” effectively accusing Dunamu of under‑disclosing key risks to shareholders as it moves toward becoming a wholly owned subsidiary of Naver Financial.

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’s 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’s 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‑up is pitched as a super‑app play that marries Naver Pay’s payments rail with Upbit’s trading engine, giving the combined group control over more than 70% of South Korea’s crypto volumes.

Regulatory delays and disclosure pressure

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 “approval procedures and improvement of laws,” as antitrust reviews at the Korea Fair Trade Commission (KFTC), major shareholder change declarations and evolving digital asset rules all converge on the transaction.finance.

Industry commentary in Chosun Ilbo warned that proposed limits on major shareholders in virtual asset exchanges—floated in connection with South Korea’s Digital Asset Basic Act—could make Naver’s 100% control of Dunamu “unfeasible” if thresholds are set as low as 15–20%. Dunamu CEO Oh Kyoung‑suk told shareholders that if caps are fixed at “20% for individuals and 34% for corporations, it will affect both Naver Financial’s 100% control structure and major shareholders,” but added that the company would “proceed as originally planned regardless.”

Digital Asset Basic Act looms over Upbit

The corrective order lands amid a broader regulatory reset as Seoul finalizes its Digital Asset Basic Act, a framework meant to anchor South Korea’s crypto rules from 2026. As detailed in a separate crypto.news story, the draft introduces no‑fault 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.

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‑pricing the deal. In that sense, the FSS’s move to force a more detailed explanation of “future corporate restructuring plans” reads less as a technical compliance issue and more as a stress test of how Korea’s new digital‑asset order will treat a dominant domestic exchange trying to plug itself directly into a tech‑payments giant.