UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2022
Commission File Number: 1-13368
POSCO HOLDINGS INC.
(Translation of registrant’s name into English)
POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Notice of Completion of Vertical Spin-off
POSCO (the “Company”) approved the vertical Spin-off plan at the Extraordinary General Meeting of Shareholders as proposed on January 28, 2022 and therefore, spin off all business units, including those relating to the production and sale of steel (the “Spun-off Business Unit”), except for those business units relating to functions relating to a holding company, such as developing future business portfolios or managing the group’s businesses, from its existing businesses and establish POSCO (the “New Company”), and the Company shall survive such spin-off and change its trade name to POSCO Holdings Inc. (such surviving entity, the “Surviving Company”) and convert into a holding company within the meaning of the Monopoly Regulation and Fair Trade Act (the “FTL”).
In accordance with the resolution above, the Company has completed the Spin-off procedure, and the board of directors has decided that this notice will serve as a report of the spin-off to the general shareholders’ meeting pursuant to Article 530-12, 530-11(1) and 526(3) of the Korean Commercial Code.
1. Details of Spin-off
Classification | Company Name | Business Unit | ||
| Surviving Company | POSCO Holdings Inc. | Development of future business portfolios and management of group’s businesses | ||
| New Company | POSCO | Production and sale of steel | ||
2. Schedule
| Classification | Date | |
| Date of resolution of the board of directors’ meeting to approve the Spin-off Plan | December 10, 2021 | |
| Date of submission of the report on major matters | December 10, 2021 | |
| Record date for determination of shareholders for the general shareholders’ meeting to approve the Spin-off Plan | December 27, 2021 | |
| Date of public notice on convocation of general shareholders’ meeting | January 5, 2022 | |
| Date of public notification on convocation of general shareholders’ meeting | January 13, 2022 | |
| Date of general shareholders’ meeting to approve the Spin-off Plan | January 28, 2022 | |
| Date of Spin-off | March 1, 2022 | |
| Date of the board meeting replacing general shareholder’s meeting to report the Spin-off and inaugural general meeting | March 2, 2022 | |
| Registration Date of Spin-off | March 2, 2022 |
3. Amount of capital to be reduced and reserves
Not applicable
4. Surviving Company has acquired all the new shares issued in the process of Spin-off
5. The name of the company is changed to POSCO Holding Inc. as of registration date of Spin-off
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| POSCO HOLDINGS INC. | ||||||||
| (Registrant) | ||||||||
| Date: March 8, 2022 | By | /s/ Chung, Kyung-Jin | ||||||
| (Signature) | ||||||||
| Name: | Chung, Kyung-Jin | |||||||
| Title: | Executive Vice President | |||||||
