Dunamu denies reports of preparing for U.S. listing, plans to pursue exchange listing after stock swap

Dunamu, the operator of South Korea’s largest cryptocurrency exchange Upbit, denied reports that it is preparing for a U.S. listing. The company said it plans to pursue a listing after a comprehensive stock swap is completed but added that it has not yet decided in which country it would seek the listing. The speculation about U.S. listing preparations stemmed from inquiries about differences between South Korean and U.S. accounting standards. A company official formally denied that it had converted its books to U.S. GAAP, saying Dunamu only reviewed how US accounting standards differ from South Korean rules and did not actually switch standards. The next steps include filing a registration statement with the Securities and Exchange Commission, audits by a Public Company Accounting Oversight Board-registered firm and internal-control verification. Preparing for a U.S. listing typically takes one to two years. A senior official at South Korea’s financial authorities said, "The US GAAP transition is a necessary procedure for a U.S. listing," adding, "Whether an individual company lists in the United States is not a matter for the authorities to interfere with." Analysts view the accounting conversion not only as preparation for a listing after Dunamu’s planned combination with Naver Financial, but also as a contingency that could support an independent U.S. listing if the share swap is blocked by government disapproval or other factors. Dunamu and Naver Financial have pursued a comprehensive share swap since September 2025. Dunamu and Naver Financial were valued at about $10.9 billion and $3.6 billion respectively, implying an exchange ratio of 2.54 Naver Financial shares for each Dunamu share. Their shareholder meeting is scheduled for Nov. 19, 2026, and the share-swap date is set for Dec. 31, 2026. The companies originally planned the meeting for May 22, 2026, and the swap for June 30, 2026, but postponed both dates twice. The two parties are known to have agreed to complete a listing within a certain period after the equity exchange. A U.S. listing is being considered against the backdrop of South Korea’s restrictions on parent-subsidiary duplicate listings. Because Naver is listed on the KOSPI, a domestic listing of Dunamu, which would become a subsidiary of Naver Financial or its affiliates, would constitute a duplicate listing. The South Korean government implemented a policy on the 3rd of this month that in principle prohibits such listings. Domestic listing remains possible, but the parent company’s board must assess and disclose the listing’s necessity, shareholder protection and management independence, followed by special-committee review and shareholder approval. For Dunamu shareholders, a listing is also significant because Naver Financial shares received in the swap would have no voting rights and substantially lower potential liquidity if they remained unlisted. The main obstacle to the share swap is the potential cost of dissenting shareholders’ buyback claims. The exercise period runs from Nov. 19 to Dec. 9, and the buyback price is 439,252 won, or approximately $320, per share. Dunamu and Naver Financial have agreed that either party may terminate the deal if total claims exceed 1.2 trillion won, or approximately $868.6 million. Dunamu minority shareholders collectively hold more than 3.5 trillion won, or approximately $2.5 billion, in equity, leaving open the possibility that substantial claims could jeopardize the transaction. Because the entity operating Upbit would remain in South Korea, user accounts and the Korean won deposit and withdrawal structure are expected to remain unchanged. Obligations under South Korea’s Virtual Asset User Protection Act, including bank custody of deposits and segregation of assets in cold wallets, would continue to apply to the domestic operator. Upbit held 68.7% of South Korea’s domestic cryptocurrency-exchange market as of May, more than twice Bithumb’s 27.2%. In June 2023, Upbit ranked second globally by spot trading volume, with an 8.1% share, behind Binance. Its volume has since fallen to roughly 11% of Binance’s, at $28.4 billion compared with Binance’s $254.5 billion. Upbit’s ranking fell from fourth at the end of 2025 to 26th by late January. U.S. policy is another factor supporting the listing effort. U.S. President Donald Trump announced on the 19th, local time, that crypto derivatives platform Hyperliquid was pursuing entry into the U.S. market. At a White House meeting with crypto-industry executives, he said, "I understand Mike (Michael Selig, Chairman of the U.S. Commodity Futures Trading Commission) is working to bring Hyperliquid into the United States in a fully compliant, lawful manner." The move forms part of an onshore policy intended to attract foreign crypto exchanges to the United States and strengthen its position in global digital-asset trading. SEC Chairman Paul Atkins has also reportedly been meeting with crypto exchanges based outside the United States to encourage domestic listings. Dunamu is said to be among the exchanges invited and has received a Nasdaq listing proposal. On the 18th, Atkins unveiled a tailored exemption framework that would not apply securities regulations to digital assets in their entirety. Regulatory uncertainty remains in the United States. The Digital Asset Market Clarity Act, described as the institutional backbone of the framework, passed the House of Representatives in July of last year but failed to reach a Senate vote before the August recess. The vote has been pushed to September. The bill would help determine which digital assets are securities or commodities and whether the Securities and Exchange Commission or the Commodity Futures Trading Commission has jurisdiction. A delay could leave exchanges uncertain about which agency must authorize their activities. Dunamu operates services beyond Upbit spot trading, including staking, coin collecting and coin lending. Overseas, it has a technology partnership with Upbit Global that provides trading-platform development and technical support. Dunamu also holds convertible bonds with warrants issued by Upbit Global, leaving open the possibility of a future equity acquisition. A review of global business was discussed as a report item at board meetings in January and March of this year.

The information on this website is generated using AI and we cannot guarantee its accuracy. Please use it as reference information only.