South Korea’s top market regulator has told Dunamu to fix its disclosure regarding a planned share swap with Naver Financial, saying the filing omitted key facts relevant to investors. The order adds fresh scrutiny to one of the country’s most closely watched fintech-crypto tie‑ups.
FSS Flags “Omitted” Information in Dunamu Filing
According to a notice on Dunamu’s website, the Financial Supervisory Service (FSS) reviewed the company’s “report on material facts” covering its decision on the Naver Financial share swap and transfer. After that review, the FSS said it found “material omissions or false statements” in parts of the disclosure.
Regulators said the missing or inaccurate details relate to Dunamu’s restructuring plan and information that could influence investment decisions. On that basis, the FSS issued a correction order and warned that the contents of the material facts report may change once Dunamu amends the filing.
The FSS also urged investors to be cautious when making decisions based on the current version of the disclosure. That warning suggests the regulator views the gaps as serious enough to affect how shareholders and counterparties assess the deal.
Inside the Dunamu–Naver Financial Share Swap
Dunamu, which operates South Korea’s largest crypto exchange Upbit, agreed to a comprehensive share swap with Naver Financial, the fintech arm of internet giant Naver. Under the deal, Naver Financial will become Dunamu’s 100 percent parent, and Dunamu will sit as a second‑tier subsidiary under Naver Corporation.
With a share swap ratio of 1 to 2.5422618, Dunamu shareholders will get roughly 2.54 Naver Financial shares for every Dunamu share they own. The firms recently rescheduled the closing date from June 30 to September 30 and also pushed related milestones, such as the shareholder record date, vote, and appraisal rights period, back by about 3 months.
Regulatory approvals remain a major variable. Naver has said the schedule changes reflect the pace of government reviews, business combination checks, and broader rulemaking around South Korea’s planned Digital Asset Basic Act. The law is expected to tighten oversight of crypto businesses and could influence how large platforms structure ownership of exchanges such as Upbit.
The FSS correction order does not cancel or suspend the share swap, but it does require Dunamu to restate key details before the transaction can proceed.
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