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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, 2023
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 [ x ] 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.
Adjustment of Conversion Price, Exercise Price of Preemptive Rights,
and Exchange Price
| 1. Type |
Adjustment of exchange price | |||||||
| 2. Class of Bonds |
Foreign currency denominated exchangeable bonds (Issued September 1, 2021) | |||||||
| - Listing of Warrants |
Not applicable | |||||||
| 3. Details of Adjustment |
Series No. | Pre-adjustment price (KRW) | Post-adjustment price (KRW) | |||||
| - | 463,438 | 456,470 | ||||||
| 4. Changes in Securities |
Series No. | Total par value (electronic registration) of non-exercised securities (KRW) | Number of shares available for conversion, exercise, and exchange before adjustment (shares) | Number of shares available for conversion, exercise, and exchange after adjustment (shares) | ||||
| - | 1,449,965,088,000 | 3,128,714 | 3,176,474 | |||||
| 5. Reasons for Adjustment |
Adjustment of exchange price following cash dividend of POSCO HOLDINGS INC. | |||||||
| 6. Basis and Method for Adjustment |
1) Grounds for adjustment: Adjustment of the exchange price following cash dividends
- In the event of any reasons for adjustment of the exchange price, such as capital increase without consideration, stock split, reverse stock split, change of stock class, issuance of options or warrants to shareholders, stock dividends, cash dividends, issuance of new shares below market price, etc., the exchange price will be adjusted according to the relevant bond conditions.
2) Method of adjustment
Post adjustment adjusted price = Pre adjustment adjusted price X[(*Current market price - Cash dividends equivalent to 1 share)/*Current market price] | |||||||
| 7. Effective Date of Adjusted Price |
January 1, 2023 | |||||||
| 8. Date of Board Resolution (Decision Date) |
Present (No.) | - | ||||||
| - Attendance of Outside Directors |
Absent (No.) | - | ||||||
| - Attendance of Auditors |
- | |||||||
| 9. Other references useful for making investment decisions |
- “Total par value (electronic registration) of non-exercised securities (KRW)” of “4. Changes in Securities” above was converted into KRW by applying the standard exchange rate (standard exchange rate of 1,360.32 EUR/KRW announced by Seoul Foreign Exchange Brokerage Co., Ltd. on August 13, 2021).
- ‘Current market price’ of “6.2 Method adjustment” above means the amount obtained by taking an arithmetic average of the closing prices of 20 trading days until the immediately preceding trading day, including the immediately preceding trading day of the date started, with the trading day immediately preceding the date of disclosure of the initial dividend being the date started.
- Above “7. Effective Date of Adjusted Price” will take effect retroactively on January 1, 2023 which is immediately after the record date for the 4th quarter 2022 (December 31, 2022). | |||||||
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 17, 2023 |
By | /s/ Han, Young-Ah | ||||
| (Signature) | ||||||
| Name: Han, Young-Ah | ||||||
| Title: Senior Vice President | ||||||
