Upbit and Naver announced a second postponement of their planned stock-swap merger on Tuesday, with both companies citing the country's evolving crypto regulatory framework as a material factor in the delay.
The companies offered no new completion date. According to The Block, they said the development of South Korea's landmark cryptocurrency legislation could affect the deal's progress or outcome, without specifying which provisions or compliance hurdles they expect to matter most.
The postponement underscores a widening gap between deal certainty and regulatory flux in one of the world's largest crypto markets. South Korea's parliament has been debating a comprehensive digital asset bill for months, with lawmakers still divided on custody rules, exchange licensing, and stablecoin classification. Until those rules are finalized, neither Upbit nor Naver can fully model the operational and legal shape a merged entity would take.
Upbit is South Korea's largest crypto exchange by trading volume. The transaction, first announced in 2021, would place the exchange under Naver's corporate structure and balance sheet, giving the search and e-commerce giant direct exposure to digital assets and trading fees. Naver has defended the deal as a strategic move to compete in fintech; critics have questioned whether the merger simply transfers concentrated market power from a private operator to a conglomerate with outsized influence over Korea's digital economy.
Neither company has disclosed which specific legislative proposals triggered the delay or what compliance or restructuring work they believe may now be required. Industry observers have speculated that stricter custody mandates, real-name account rules, or stablecoin restrictions could force Upbit to alter its current operating model, which in turn would affect the merger's valuation and timeline.
The Block did not report any statement from South Korea's financial regulators or parliament on how the pending bill might shape the Upbit-Naver transaction. Regulators in Seoul have signaled openness to exchange consolidation as a path to stronger market infrastructure, but they have also tightened compliance pressure on existing platforms in recent years.
First announced in 2021, the deal faced its initial delay in late 2023, when legal and regulatory questions about ownership structures and tax treatment slowed progress. Tuesday's second postponement suggests those underlying uncertainties have only deepened.