Author: Zen, PANews
The South Korean technology and cryptocurrency industries are experiencing the largest integration to date. On November 26, South Korean internet giant Naver announced that it has agreed to acquire Dunamu, the operator of South Korea's largest virtual asset exchange, Upbit.
After the announcement, Naver's stock price rose by 7.7% in after-hours trading. Naver stated that this move aims to "build a future growth engine based on digital assets." The acquisition had been rumored in South Korean media weeks before the official announcement, which had already driven up Naver's stock price. It is reported that senior executives from both sides conducted multiple rounds of negotiations behind the scenes to bridge valuation differences and regulatory concerns.
Notably, just as the market was buzzing with rumors of the merger, the global cryptocurrency market showed signs of weakening, with the market capitalization of digital assets falling by over $1 trillion from its peak. The fluctuations in the macro environment added uncertainty to the transaction, but both parties ultimately chose to join forces.
Naver and Upbit Merger: A Super Financial Platform in South Korea on the Horizon
According to the regulatory documents submitted by Naver on the same day, the acquisition will be conducted through Naver's fintech subsidiary, Naver Financial, with each share of Dunamu stock exchangeable for 2.54 newly issued shares of Naver Financial. Based on this exchange ratio, Dunamu's equity valuation is approximately 15.1 trillion won (about $10.3 billion), while Naver Financial is valued at about 4.9 trillion won ($3.347 billion).
This merger will make Dunamu a wholly-owned subsidiary of Naver Financial through a share exchange. After the transaction is completed, Naver's ownership stake in Naver Financial will be significantly diluted from the current approximately 70% to around 17%. Dunamu's founder and chairman, Song Chi-hyung, who holds a substantial amount of Dunamu's shares, will nominally become the largest shareholder of Naver Financial, but he and the vice chairman will delegate more than half of their voting rights to Naver to ensure Naver's control over the merged financial subsidiary (approximately 46.5% of the voting rights).
In other words, although Dunamu will formally be the major shareholder of Naver Financial, actual control will still be in the hands of Naver. This arrangement protects the interests of Naver's shareholders while allowing Dunamu's management to become significant stakeholders through their shareholding, laying the groundwork for future integration.
According to the preliminary timeline announced by both parties, Naver Financial and Dunamu plan to hold shareholder meetings on May 22, 2026, to vote on the share exchange merger plan. If approved by shareholders, the final share exchange settlement is expected to be completed by June 30, 2026. The transaction also requires approval from the Korea Fair Trade Commission (FTC) for antitrust review and from financial regulatory authorities for changes in major shareholders.
To protect the interests of minority shareholders, the plan includes a dissenting shareholder buyback request right—dissenters can request the company to buy back their shares of Naver Financial at a price of 117,780 won per share between May 22 and June 11, 2026. If the total amount of buyback requests exceeds 1.1 trillion won (about $751 million) and both parties do not adjust the plan, the transaction may fall through.
However, based on the current market response and the prospects of both companies, the likelihood of large-scale shareholder dissent is low. From a regulatory perspective, as Upbit holds a dominant position in the South Korean cryptocurrency trading market, the FTC may conduct a strict assessment of the market concentration post-merger, particularly focusing on whether it harms consumer interests. However, some viewpoints suggest that bringing Upbit under the well-connected Naver may actually reduce regulatory resistance. Overall, against the backdrop of the South Korean government gradually improving cryptocurrency regulation and adopting a relatively warmer stance in recent years, the policy risks associated with this merger are gradually decreasing.
The "marriage" between Naver and Dunamu is seen as a significant milestone in reshaping the landscape of technology and finance in South Korea. As a "network giant" and a national-level entry platform, Naver has been expanding in areas such as payments, cloud computing, artificial intelligence, and content in recent years. After the completion of this acquisition, Naver will incorporate the emerging field of cryptocurrency trading into its portfolio, while Upbit can leverage Naver's vast user ecosystem for empowerment. Both parties plan to create a comprehensive super platform that integrates search, communication, payment, and virtual asset trading, embedding digital assets into various aspects of daily life for South Koreans.
Specifically, Naver currently has an annual transaction volume of over 18 trillion won through its Naver Pay payment platform, which is expected to integrate with Upbit's cryptocurrency trading functions to provide users with a one-stop financial service from fiat currency to cryptocurrency. Additionally, the acquisition will undoubtedly accelerate Naver Financial's long-term research into stablecoins pegged to the Korean won. Furthermore, both parties plan to invest 10 trillion won (about $6.8 billion) over the next five years to build next-generation financial infrastructure based on the integration of AI and blockchain.
It is worth mentioning that just after the acquisition was officially announced, around 04:42 local time on November 27, 2025, assets related to the Solana network worth approximately $36.81 million were transferred to an unknown external wallet. Upbit stated that it has confirmed the scale of the asset theft incident and plans to use its held assets to fully compensate, ensuring that user assets are not affected.
Crisis: Weak Cryptocurrency Market and Sole Challenger Bithumb
As the main player in this acquisition, Upbit is currently the undisputed leader in South Korea's virtual asset trading sector. According to statistics from the Financial Supervisory Service (FSS) of South Korea, Upbit's cumulative trading volume reached 833 trillion won (approximately $642 billion) in the first half of 2025, accounting for 71.6% of the total cryptocurrency trading volume in the country.
This market share places Upbit in a de facto monopoly position, with the long-established exchange Bithumb following closely behind with a trading volume of 300 trillion won and a market share of 25.8%, while other local platforms collectively account for less than 3%. Globally, thanks to the fervent investment from South Korean users, Upbit has consistently ranked among the top exchanges in terms of cryptocurrency trading volume.
However, compared to 2024, Upbit's dominance in the domestic market has seen a certain degree of decline. This change is closely related to the resurgence of its main competitor, Bithumb. Bithumb's market share had dropped to single digits in 2023 due to operational and compliance issues, but since 2024, it has implemented aggressive strategies such as zero trading fees to attract retail investors, rapidly increasing its market share. South Korean media outlet KoreaTechDesk cited data from The Block, stating that Upbit's total trading volume in the third quarter of 2025 was approximately $28.64 billion, showing a slight year-on-year increase; however, Bithumb's trading volume surged from $4.7 billion last year to $12.81 billion.
Analysts point out that Bithumb has been actively competing for users and trading volume in preparation for its own IPO in recent years, indicating that the South Korean cryptocurrency trading market is evolving from a "one strong, many weak" scenario to a "two strong coexistence" situation. Nevertheless, Upbit still leads Bithumb by a significant margin of about 40 percentage points. After the news of Naver's acquisition broke, debates surrounding the valuations of the two companies intensified, reflecting the market's recognition of Upbit's relatively higher premium and leading position.
Upbit's trading volume trend over the past year
Bithumb's trading volume trend over the past year
More concerning is the change in overall market activity—trading volume indicators have significantly declined compared to last year. At the end of 2024, the South Korean cryptocurrency market experienced a wave of frenzy: statistics show that on December 3, 2024, Upbit's single-day trading volume soared to $27.45 billion, setting a historical peak, approximately ten times the usual level. However, after this "crazy night," market sentiment plummeted, entering a cooling phase in 2025. In November 2025, Upbit's average daily trading volume was only about $1.78 billion, a staggering 80% drop from the peak at the end of 2024. Its trading volume has declined for four consecutive months and is trending within a narrow range of $2 billion to $4 billion.
The recent decline in Upbit's trading volume and market share is the result of multiple factors. In addition to Bithumb's strong challenge, changes in the regulatory environment and shifts in investment preferences may be more significant reasons.
In the second half of 2025, the Financial Intelligence Unit (FIU) of South Korea imposed a fine of approximately 35.2 billion won on Dunamu, citing violations of anti-money laundering regulations regarding customer identity verification on Upbit, and imposed a three-month suspension on some of its operations. This incident has had a certain impact on Upbit's brand image and new user growth.
Additionally, since the beginning of this year, the South Korean stock market has experienced a rare bull market, with a large influx of retail funds flowing back from the cryptocurrency market to the stock market, humorously referred to as "leeks returning to good fields." The technology sector, represented by AI concept stocks, has ignited market activity, with the KOSPI index in South Korea rising over 70% this year and repeatedly hitting historical highs. Many young investors who were previously enthusiastic about discussing altcoins are now talking about "AI/semiconductor concept stocks" in Kakao Talk chat groups and Naver forums.
The diversion of speculative funds and attention to the stock market is closely related to the cooling global cryptocurrency market. After a strong rebound in the cryptocurrency market starting in 2024, retail investor enthusiasm in South Korea peaked in the summer of this year. However, as we entered Q4 of this year, the global cryptocurrency market weakened again, undoubtedly dragging down the sentiment in the South Korean cryptocurrency market, which is primarily driven by retail investors.
Next Stop: Aiming for a Nasdaq Listing?
Following the merger announcement, the market is highly focused on the IPO plans of Upbit's parent company. In fact, rumors of Dunamu's IPO have been circulating for a long time. As early as the 2021 cryptocurrency bull market, Dunamu's valuation soared, and founder Song Chi-hyung rose to the top of the South Korean rich list, leading to speculation about the company's plans for an IPO.
However, due to the unclear regulatory environment at that time, Dunamu did not take further action. Subsequently, Dunamu introduced strategic shareholders, including Kakao and HYBE, through targeted capital increases, temporarily alleviating its capital needs. After the news of Naver's acquisition of Dunamu was revealed, its plans for a U.S. listing were put back on the agenda.
According to Bloomberg, Upbit plans to target Nasdaq for its initial public offering (IPO) after the merger with Naver Financial is completed. This news was first reported by Bloomberg on November 24, stating that after the merger is completed, Upbit will begin preparations for its U.S. listing.
Although neither Naver nor Dunamu has officially responded to this plan, several mainstream media outlets have confirmed this strategic intention through various channels. The South Korean newspaper Seoul Economic Daily reported that the newly merged company may seek to list on Nasdaq, with a valuation potentially reaching $34 billion. If this information is accurate, it would make it the first large cryptocurrency exchange in Asia to enter the U.S. capital market.
It is worth mentioning that Upbit's main competitor, Bithumb, is also planning to go public in the U.S. Cryptonews revealed that Bithumb is striving to list on Nasdaq as early as 2026, aiming to beat Upbit to the punch. The "listing race" between the two major South Korean exchanges also reflects the ambition of the South Korean cryptocurrency industry to expand beyond its borders and gain recognition from global investors.
Currently, Naver's acquisition of Dunamu has not diminished the latter's motivation to go public; rather, it has created more mature conditions for its IPO. Through the merger, Dunamu will become part of Naver's financial sector, aligning its corporate governance and financial transparency with those of publicly listed companies, thereby clearing some obstacles for a future IPO. Naver's endorsement will also help enhance international investors' confidence in Upbit's business model.
Additionally, since the beginning of this year, the acceptance of large cryptocurrency companies in the U.S. capital market has gradually increased, with Circle, Bullish, Gemini, and Galaxy Digital going public, and Coinbase being officially included in the S&P 500 index, becoming the first cryptocurrency exchange to enter the S&P 500.
Upbit's decision to ride this wave of industry momentum comes at the best time for a successful listing on Nasdaq.
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