How Korean companies list in the US: flips and KDRs explained, with Galaxy as the case

A Korean company that wants a US listing usually does it through a “flip”: shareholders swap their Korean shares for shares in a new US parent, the Korean company becomes that parent’s 100% subsidiary, and the US parent lists on Nasdaq or the NYSE. Galaxy Corporation told shareholders on August 25, 2026 that it would take this route, dropping about a year of KOSPI and KOSDAQ preparation, and its CEO says Korean depositary receipts (KDRs) would follow in Seoul.

Why it matters: the flip changes the listed company’s nationality, its tax position and the rulebook its investors rely on. For Korean shareholders it can also trigger tax before any shares are sold.

What is a flip structure?

A flip is a reorganisation that puts a foreign company on top of an existing Korean business. In the standard US version described by Korean law firms such as Decent Law, founders first form a Delaware C-corporation. Existing shareholders then exchange their Korean shares for shares in that Delaware company. The Korean operating company keeps its staff, contracts and licences, but it is now owned 100% by the US parent, and it is the US parent that raises money and lists.

Money Today, which first reported Galaxy’s plan on August 29, 2026, described it in exactly these terms: a newly established US holding company as the listing entity, the Korean company as a wholly owned subsidiary, and the business and people unchanged. The paper attributed the switch to higher US valuations for growth and technology companies and to positive feedback from global institutional investors.

Practically, a flip needs close to unanimous shareholder participation, since every Korean shareholder has to exchange. Decent Law puts start-up-scale costs at ₩50 million to ₩100 million or more and the timetable at three to six months. A company with Galaxy’s shareholder base and a reported ₩1 trillion valuation should expect both figures to be higher.

What taxes and filings does a Korean flip trigger?

The main cost is tax on the swap itself. Korean guidance from ZUZU and Decent Law treats the exchange as a disposal of the Korean shares, so shareholders can owe capital gains tax even though they receive only new shares and no cash. Neither guide describes a deferral available for the outbound swap, and both note that the bill grows with the company’s valuation — which is why advisers recommend flipping early, while the company is small. Galaxy is flipping after a pre-IPO round that valued it at ₩1 trillion, so the tax exposure for its existing holders is a live issue; the reporting so far does not say how Galaxy will handle it.

The second layer is foreign-exchange reporting. ZUZU lists filings for Korean shareholders acquiring shares in the US company and for the US company acquiring the Korean company’s shares, made to the Bank of Korea or a foreign-exchange bank depending on size and stake. After the flip, the listed parent reports to the SEC while the Korean subsidiary remains under Korean corporate, labour and sector rules.

Which Korean companies have listed in the US this way?

Coupang is the reference case, though it is not a later flip. Its Delaware parent dated from 2010, when the company was set up as a Delaware LLC; before its IPO it converted into Coupang, Inc., and its prospectus dated March 10, 2021 offered 130 million shares at $35 on the NYSE under the ticker CPNG. The Korean operations sat beneath the US parent from the start, which is the end state a flip creates after the fact.

Not every Korean company choosing New York uses a flip. Toss operator Viva Republica has described American depositary receipts — the Korean company issues shares, a US depositary holds them and receipts trade in New York — as “one of the leading options”, Daily Brief reported on May 26, 2026. That keeps the Korean company as the listed issuer and avoids the share swap.

As of September 2026, the main routes compare as follows.

Route	Listed entity	Korean company becomes	Example	Main friction
Flip, then US IPO	New US (typically Delaware) parent	100% subsidiary	Galaxy Corporation (planned)	Capital gains tax on the swap; near-unanimous consent; FX filings
US parent from founding	US company	Subsidiary from the start	Coupang, NYSE, March 2021	Structure must be chosen at founding
American depositary receipts	Korean company	Stays the issuer	Viva Republica (under consideration)	Dual Korean and SEC obligations
Domestic IPO	Korean company	Stays the issuer	RideFlux (KOSDAQ filing)	Local valuation levels
KDR in Seoul	Foreign company’s receipts	n/a	SBI Mortgage (delisted 2015); Galaxy (planned, after US IPO)	Thin trading and information gaps

What is a KDR, and why would Galaxy list one in Seoul?

A Korean depositary receipt is a certificate issued in Korea by the Korea Securities Depository against shares of a foreign company held by a custodian abroad. Korean investors can buy it in won without a foreign brokerage account, and it can be converted into the underlying shares. For Galaxy, whose parent would be a US company after the flip, a KDR is the way back onto the Korean market: Choi Yong-ho told NewsPim on September 21 that a Korean listing through KDRs would follow the US listing.

The KDR market’s record is thin. Financial News reported in January 2015 that Japan’s SBI Mortgage had delisted its KDRs on January 7 that year after buying them back from minority holders at ₩18,000 each, leaving a single KDR on KOSPI, itself suspended. The paper cited limited information on the home-market companies and weak arbitrage as reasons interest faded. In June 2026 Aju Business Daily reported that an unnamed NYSE-listed company was in talks with the Korea Exchange about a KDR listing, noting that past KDR listings had mostly involved Asian companies. A US-parented Galaxy with a large Korean retail following would test whether the format can work at scale.

Where does Galaxy stand, and what do its numbers look like?

Galaxy’s underwriter selection is targeted for late 2026 or early 2027, as covered in our report on its New York event and listing plans. No exchange has been chosen and no registration statement has been filed.

On financials, Money Today reported 2025 consolidated revenue of ₩298.8 billion and operating profit of ₩12.5 billion. Seoul Economic Daily and our pre-IPO valuation article give revenue as ₩298.9 billion; the operating profit matches. Cumulative funding also differs by source: about ₩180 billion after the December 2025 round in our earlier reporting, and “about ₩200 billion” in the CEO’s September interviews. A US prospectus would settle both.

The wider context is a busy window for robotics listings, set out in our piece on the humanoid IPO window. The flip gives Galaxy access to US investors who price growth and robotics generously. The costs are a taxable swap for existing holders and, until KDRs trade, distance from the Korean investors who know its artists best.