Naver Financial’s Upbit Takeover Delayed to December as South Korea Blocks Antitrust Review

Published by James Harris on July 7, 2026July 7, 2026

Naver Financial’s planned takeover of Dunamu, the company behind South Korea’s dominant crypto exchange Upbit, has slipped again. The shareholders’ meeting that was supposed to approve the stock swap on August 18 has been pushed to November 19, and the swap itself, originally set for September 30, will now not close before December 31 at the earliest. This is the second delay since the deal was announced in November 2025.

The holdup is regulatory. South Korea’s Fair Trade Commission has not finished its antitrust review, and two additional approvals remain outstanding: one under the Credit Information Act covering the change in Naver Financial’s largest shareholder, and one under the Specific Financial Transaction Information Act covering Dunamu’s major shareholder change. Three separate regulatory gates, none of them cleared.

Why the FTC Is Taking Its Time

The antitrust concern here is not abstract. Naver is South Korea’s dominant internet company, and Naver Financial handles payments at scale. Upbit, operated by Dunamu, controls an overwhelming share of Korean crypto trading volume, with roughly 97% of Dunamu’s revenue coming from transaction fees. Combining a payments giant with the country’s largest crypto exchange would concentrate an unusual amount of digital-asset infrastructure under a single corporate umbrella, and Korean regulators appear to be working through exactly what that means before signing off.

The regulatory scrutiny has already produced one public embarrassment. South Korea’s Financial Supervisory Service ordered Dunamu to correct its March 30 disclosure, finding that the filing contained what it described as “important omissions or false statements.” That kind of intervention from a financial supervisor, mid-deal, is not routine. It suggests the review process is substantive rather than procedural.

The financial terms agreed last November have not changed: 2.5422618 Naver Financial shares per Dunamu share, valuing Dunamu at 439,252 won ($309) per share and Naver Financial at 172,780 won ($121) per share. The shareholder objection window has been reset to November 4-18, and the payment date for stock-purchase claims moved to December 16.

A Weaker Asset Than It Was Eight Months Ago

Dunamu is not sitting still while the regulators deliberate. The company’s operating profit fell 78% year-on-year to 88 billion won ($60 million) in the first quarter of 2026, as trading volumes on Upbit declined. For a business where nearly all revenue is transaction fees, volume compression is not a margin problem, it is an existential one.

The pressure is about to get structural. Korean regulators are preparing a 22% crypto-gains tax set to take effect in January 2027. That tax is aimed squarely at the retail trading activity that Upbit depends on, and Korean prosecutors have already shown appetite for enforcement, with the Financial Services Commission referring market manipulation cases to prosecutors targeting cross-exchange arbitrage schemes earlier this year. A more aggressive regulatory posture toward crypto trading, combined with a capital gains tax, would accelerate the volume decline that is already visible in Dunamu’s financials. Naver Financial is negotiating to acquire a business that may look materially different by the time the deal closes than it did when the price was agreed.

South Korea’s courts are also developing formal frameworks for crypto asset seizure and enforcement, a sign that the legal infrastructure around digital assets is hardening across every branch of government simultaneously.

What Naver Financial Is Actually Buying Time For

Naver Financial has said it plans to list on the securities market after the swap closes and intends to form an IPO committee within a year of closing. That timeline depends entirely on when the deal actually completes, and Dunamu has already warned investors that the swap could be delayed or canceled.

The deal’s strategic logic, building a growth engine around digital assets using Naver’s payments distribution, still holds on paper. The execution risk is now compounding: regulators are slow, Dunamu’s profits are falling, a new tax is approaching, and the window in which the original valuation made obvious sense is narrowing. Naver Financial needs the FTC to move before the asset it agreed to buy in November 2025 becomes a different business than the one it priced.