Naver Financial has delayed its planned stock-swap with Dunamu, the operator of Upbit, by about three months as South Korea’s Fair Trade Commission intensifies its review and legislative uncertainty continues to cloud the transaction. The revised timetable shows that regulatory risk, not execution speed, is now driving the deal’s path forward.
The change pushes a key shareholder vote from May 2026 to August 18, 2026, while the expected closing date moves from June 30 to September 30, 2026. That longer timeline extends uncertainty around a transaction valued at roughly $10.3 billion and keeps both structure and timing exposed to further regulatory pressure.
Regulatory review is becoming the central obstacle
The Fair Trade Commission has requested additional information from both companies as it examines possible market-concentration effects tied to the proposed combination. The deeper review suggests authorities are not treating the deal as a routine corporate integration, but as a transaction with broader competitive implications.
That scrutiny also builds on earlier regulatory friction involving Dunamu. Previous action over deceptive advertising related to Upbit fee discounts appears to have contributed to a more cautious official stance and a slower, more demanding examination process.
Legislative uncertainty is adding a second layer of risk
Naver has also pointed to uncertainty around the proposed Digital Asset Basic Act as a major complicating factor for the transaction. The pending legislation could reshape ownership rules for virtual-asset exchanges and materially alter the strategic logic of the stock-swap.
Under the draft framework, major shareholders of crypto exchanges could face stake limits reportedly in the 15% to 20% range, with ownership of up to 34% only possible through approval from the Financial Services Commission. If those rules are adopted in a stricter form, the transaction may need to be revised before it can move forward.
In its disclosure to the Financial Supervisory Service, Naver made clear that the legal environment remains unresolved. The company explicitly warned that the final content and enforcement of the Digital Asset Basic Act could affect the progress or even the outcome of the share exchange.
Weaker performance and delayed synergies increase the pressure
The timing of the delay also matters because Dunamu’s recent financial performance has weakened. The company reported that 2025 revenue fell about 10% to $1.0 billion and net profit declined roughly 27.9% to $468 million, reflecting softer crypto trading activity.
Earlier valuations had placed the combined entity near 20 trillion won, or about $13.8 billion, and Naver had outlined a five-year investment plan of roughly 10 trillion won to integrate AI, blockchain and payments capabilities. Those ambitions now face a slower timetable, with expected efficiency gains and revenue synergies pushed further into the future.
The delay turns this deal into a live test case for how Korea will handle crypto-fintech consolidation under tighter ownership scrutiny and longer regulatory review windows. The next decisive points remain the August 18 shareholder vote and the planned September 30 closing, both of which now depend on the FTC’s findings and the direction of digital-asset legislation.
