Naver Financial–Dunamu Deal Moves Toward Conditional Approval as Korea Weighs Competition Risks

A decision nears on a 20 trillion won financial platform

South Korea's Fair Trade Commission has moved Naver Financial's proposed acquisition of Dunamu into its final decision stage, after investigators identified competition concerns in 10 of the 12 business relationships they examined. The deal would bring the country's leading online payment provider and Upbit, its largest cryptocurrency exchange, under the same corporate roof.

The commission sent its examination report to the companies on November 6, 2026, and submitted it for commission consideration on November 10. Its investigators recommended approval with conditions after concluding that the companies' revised commitments could address their concerns. The full commission will decide whether to approve the transaction, change the conditions or block it.

The proposed combination would create a digital financial platform valued at approximately 20 trillion won, or $14.9 billion. Naver Financial would acquire every Dunamu share through a share exchange, making the Upbit operator a wholly owned subsidiary.

The regulator aims to reach a conclusion before the end of 2026. Its examination has already stretched for almost a year since the merger notification arrived on November 28, 2025. What is beginning now is the deliberation stage, when commissioners consider the investigators' findings, the companies' arguments and the proposed safeguards.

The central concern extends beyond cryptocurrency trading fees. Investigators are examining whether a business linking payments, search, shopping, financial information and digital assets could steer customers toward its own services while making life harder for competitors.

How the share exchange would work

Dunamu shareholders would receive approximately 2.54 Naver Financial shares for each Dunamu share they hold. Instead of receiving cash and leaving the business, they would become shareholders in the larger parent company.

Naver Financial would own 100% of Dunamu after completion. Dunamu would remain a subsidiary operating within that structure, with its digital asset infrastructure joined to Naver Financial's payment and financial services capabilities.

The ownership change matters because it would put decisions about Upbit and Naver Financial's services within one corporate group. Regulators are assessing how that shared control could affect access to customers, commercial partnerships and the terms offered to rival businesses.

Dunamu Chairman Song Chi-hyung owns 25.5% of the company, while Vice Chairman Kim Hyoung-nyun holds 13.1%. Together, those stakes amount to 38.6% of Dunamu before the exchange. Their eventual holdings in Naver Financial would depend on the share exchange and the parent company's ownership structure.

Ten markets, with different kinds of concern

The FTC examined online payments, digital asset exchanges, search portals, online advertising, online shopping, financial MyData services, brokerage of unlisted shares, investment platforms for listed shares, online marketplaces for used goods and the prospective market for issuing stablecoins denominated in won.

Financial MyData services bring a customer's financial information together, with permission, so it can be viewed or used across services. Unlisted shares are shares in companies that are not traded on a public stock exchange.

Investigators classified the transaction's effects into 12 relationships: two horizontal combinations, two vertical combinations and eight conglomerate combinations. A horizontal combination joins businesses competing in the same market. A vertical combination connects different stages of a service, such as issuing an asset and distributing it. A conglomerate combination connects businesses outside those two categories.

The two horizontal overlaps, involving investment platforms for listed shares and marketplaces for used goods, were assessed as unlikely to restrict competition. Six conglomerate relationships connected digital asset trading with payments, search, advertising, shopping, financial data aggregation and unlisted share brokerage. The remaining four relationships involved the planned won stablecoin market.

This breakdown corrects an important detail in the transaction's description: the two horizontal overlaps cleared of competition concerns involved listed share investment platforms and used goods marketplaces, rather than two overlaps within listed share platforms.

Why linking services could hurt rivals

Upbit and Naver Pay operate in different markets, but the FTC's concern is that their strengths could reinforce each other in ways competitors would struggle to match. Naver's search and shopping services could also become powerful routes for attracting customers to the combined financial platform.

The regulator cited potential benefits for customers using Naver Pay when trading digital assets on Upbit as an example of the conduct it was examining. Such arrangements could draw users away from rival exchanges or payment providers by making the group's own services more attractive when used together.

Bithumb and Coinone, for example, compete with Upbit in cryptocurrency trading. If access to attractive payment benefits or prominent customer channels increasingly depended on using Upbit, those exchanges could face pressure extending beyond trading fees and the quality of their own platforms.

The same concern applies in the other direction. A payment company competing with Naver Pay could find it harder to attract users if a major exchange reserved valuable benefits for its affiliated payment service. The FTC is examining whether the combined business could exclude rivals through these connections.

A stablecoin market enters the review before it exists

The FTC also assessed the prospective market for issuing stablecoins denominated in Korean won, even though the legal framework for that business is still being developed. A stablecoin is a digital token designed to track the value of another asset, such as a national currency. A won stablecoin would aim to maintain a value tied to the won.

The companies' business plans connect several possible stages: issuing a token, distributing or trading it through Upbit, and using it for payments through Naver Pay or shopping services. Investigators examined two vertical and two conglomerate relationships associated with that future market.

Jun Sung-bok, director general of the FTC bureau responsible for merger reviews, explained why the regulator examined a business that had yet to take shape:

However, legislation related to won-based stablecoins has been proposed, creating a more mature institutional environment, and the companies' own materials indicate that they are placing a strong focus on entering the market, so we assessed the potential for competition restrictions.

The FTC cannot yet calculate the combined company's market share or market concentration in that prospective business. Its assessment instead draws on proposed legislation, policy preparations, company documents and information about how future services could connect.

What conditional approval could require

Naver Financial and Dunamu submitted an initial proposal to address the FTC's concerns, then revised it after requests from investigators and consultation with experts. The examiner concluded that the final version could resolve the competition problems identified during the investigation.

The proposed obligations include equal treatment of competing businesses and restrictions on certain business practices. In practical terms, such conditions would govern how the combined company operates after the transaction, including how it deals with rivals across the affected markets.

The detailed conditions, the precise markets covered by each obligation and their duration have not been made public. The commissioners can strengthen or relax the proposed safeguards when they consider the case.

The investigators' legal assessment concerns Article 9(1) of South Korea's Monopoly Regulation and Fair Trade Act, which addresses business combinations that substantially restrict competition. Their recommendation now goes to the commission's plenary meeting, where the final decision will be made.

Naver and Naver Financial said they had supplied requested information and would continue cooperating with the authorities, including by participating in the full commission hearing. The FTC also said it formally consulted relevant authorities, including the Financial Services Commission, in October 2026.

The business plans behind the transaction

Naver Financial wants to extend its payment and financial services into digital assets. Dunamu wants opportunities beyond exchange trading, including payments, transfers and asset management. Both companies see potential in combining Naver's artificial intelligence and platform technology with financial services and blockchain infrastructure.

The proposed areas of expansion include payments, transfers and settlement using won stablecoins, analysis of financial information using artificial intelligence, personalised services and overseas business. Settlement is the process of completing a payment by moving the money owed between the parties.

A shopping payment illustrates the ambition. If legislation permits the service, a customer could use a won stablecoin within a shopping and payment network connected to the group's digital asset infrastructure. The companies also envisage opportunities in transfers across national borders.

The same links that could make those services convenient are central to the competition review. Connecting issuance, trading and payment services could give customers a smoother experience while giving the combined business substantial influence over which providers can reach them.

Dunamu Vice Chairman Kim Hyoung-nyun discussed the company's ambitions at the Digital Asset Policy Conference in Seoul on November 10:

"If the right regulatory framework is established, we will work to become a global player, not just a leading Korean company," he said.

Kim also called for less regulatory uncertainty around stablecoins, securities represented by digital tokens and foreign participation in Korean cryptocurrency markets. Those issues affect the range of services Dunamu hopes to develop beyond its current exchange business.

A delayed timetable, with more approvals to follow

The companies originally aimed to complete the share exchange by the end of June 2026. Three postponements have pushed the planned exchange to March 31, 2027, although December 31, 2026, has also been cited as the scheduled date.

The main steps now stretch across several months:

• November 28, 2025: The FTC received the merger notification.
• End of June 2026: The companies initially targeted completion of the share exchange.
• October 2026: The FTC formally consulted financial authorities, including the Financial Services Commission.
• November 6, 2026: The examination report was sent to the companies.
• November 10, 2026: The FTC announced the start of commission deliberations.
• End of 2026: The FTC aims to conclude its review.
• March 31, 2027: The postponed share exchange is planned.

The FTC described the transaction as its most complex merger examination across different industries to date. Addressing criticism of the time taken, the regulator said six or seven major earlier cases, including the Korean Air and Asiana Airlines combination, had taken about a year on average.

Antitrust approval would still leave financial regulatory procedures, including approval or notification connected with a change in controlling shareholder. The earlier consultation between agencies forms part of the review process, while those follow-up procedures concern the transaction's implementation.

A proposed ownership cap could change the deal

A separate legislative debate could affect the transaction's basic structure. Authorities and lawmakers discussing the Digital Asset Basic Act have considered limits on major shareholders' stakes in cryptocurrency exchanges.

The discussions include a general ceiling of 20%, with ownership of up to 34% allowed under certain conditions. The specific limits, exceptions and application of the proposed rules remain unsettled.

Naver Financial's plan calls for ownership of 100% of Dunamu. If a new ownership ceiling applies to that arrangement, the companies may have to restructure the acquisition, even if the FTC approves it with conditions.

The two regulatory decisions address different issues. The FTC must decide whether the combined businesses can operate without substantially restricting competition. Lawmakers are considering who may own and control cryptocurrency exchanges, and how much they may hold. Both processes could shape the final transaction.

Key Points

• The FTC's investigators recommended conditional approval after reviewing revised commitments from Naver Financial and Dunamu.
• The full commission will make the final decision, with a conclusion targeted before the end of 2026.
• Naver Financial would acquire all Dunamu shares, exchanging approximately 2.54 of its shares for each Dunamu share.
• The review covered 10 markets and 12 business relationships, with concerns identified in 10 relationships.
• The two horizontal overlaps cleared of concern involved listed share investment platforms and used goods marketplaces.
• Proposed safeguards include equal treatment of competitors and restrictions on business practices.
• Financial regulatory procedures and possible cryptocurrency exchange ownership limits could still affect completion.