Naver Delays Upbit Operator Deal Amid Regulatory Scrutiny

• Naver Financial has postponed its planned share swap with Dunamu, the operator of South Korea's largest crypto exchange Upbit, by approximately three months.
• The transaction is now scheduled for completion on September 30, following a shareholder vote on August 18.
• The delay comes amid a cooling crypto market and Dunamu's reported 27.9% drop in annual net profit for 2025.

Extended Timeline and Regulatory Oversight

Naver Financial has officially pushed back the timeline for its acquisition of Dunamu, according to a recent filing with the Financial Supervisory Service (FSS). Originally targeted for late May or early June, the deal's finalization is now expected in late September. The transaction, valued at approximately $10.3 billion, is an all-stock deal intended to make the Upbit operator a wholly-owned subsidiary of Naver Financial.

The delay is primarily attributed to ongoing reviews by antitrust authorities and financial regulators. The deal requires multiple approvals regarding major shareholding changes and business combinations. Naver Financial noted that the timeline remains subject to further adjustments or potential cancellation depending on the outcome of these regulatory proceedings.

Impact of Evolving Legislation

South Korea's legislative landscape for digital assets is a significant factor in the deal's progression. The government is preparing the Digital Asset Basic Act, a comprehensive second-phase regulatory framework expected to be implemented in the first half of 2026. This legislation will expand beyond existing user protection rules to create a broader governance structure for the industry.

Both companies are closely monitoring how this new legal environment will affect the business combination. The deal represents one of the most significant integrations of traditional fintech and cryptocurrency platforms in the country, drawing intense scrutiny from lawmakers and regulators alike.

Financial Downturn and Market Context

The postponement coincides with a period of declining profitability for Dunamu. The company's 2025 annual report revealed a significant contraction in its financial performance due to reduced trading activity:

• Operating Revenue: 1.56 trillion won (approx. $1 billion), a 10% year-on-year decrease.
• Operating Profit: 869.3 billion won (approx. $573.3 million), down 26.7%.
• Net Profit: 708.9 billion won (approx. $467 million), a 27.9% decline.

Industry analysts at 10x Research highlight that market demand has reached levels as low as those seen in 2022, with weekly volumes and network usage indicators like Ethereum fees signaling a broader market slowdown. This environment has directly impacted Upbit's revenue streams, which are heavily dependent on transaction fees.