South Korean tech company Naver and Upbit operator Dunamu said in a corrected filing that their planned share swap includes forming an initial public offering (IPO) committee for Naver Financial within one year of closing, outlining a path toward a future listing.

The disclosure, outlined in the corrected filing on Wednesday, said the companies would pursue a listing within five years, with a possible two-year extension. Naver said it plans to secure voting rights in Naver Financial so the fintech unit remains a consolidated subsidiary after the deal.

The filing suggests the deal goes beyond a simple ownership change, outlining a structure that could eventually bring Upbit’s parent under a listed fintech group. The move indicates Naver and Dunamu are positioning any future South Korea listing at the fintech-parent level rather than through a standalone listing of Upbit’s parent.

However, Dunamu said no specific decisions have been made on whether to proceed with the IPO or on its timing or structure. It added that the deal remains subject to regulatory approvals that could still delay or derail the transaction.

Naver Financial’s plans to acquire Dunamu were first reported in September 2025 by local outlets including Yonhap and Chosun, which said the company was preparing a share swap to bring the Upbit operator under its umbrella. Naver later confirmed the transaction in a November regulatory filing, outlining a roughly $10.3 billion all-stock deal.

Investor agreement sets IPO framework, control terms

The filing said Naver, Dunamu and related parties entered into an investor agreement tied to the share swap, under which they agreed to use their “best efforts” to pursue a future listing of Naver Financial after the transaction closes.

The agreement forms the basis for post-deal restructuring, including preparations for a potential IPO.

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The filing described the listing plan as conditional, noting that key elements, including timing, structure and execution, will depend on market conditions and regulatory developments. It added that more detailed plans would be disclosed if and when formal decisions are made.

The updated disclosure follows a roughly three-month delay to the Naver and Dunamu share swap deal timeline.

It also comes as Dunamu reported weaker operating performance in 2025, with revenue falling about 10% year-on-year to 1.56 trillion won ($1.2 billion) and operating profit dropping 26.7% to 869.3 billion won, which the company attributed to reduced crypto trading volumes during a broader market slowdown.

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