UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January, 2022

Commission File Number: 1-13368

POSCO

(Translation of registrant’s name into English)

POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194

(Address of principal executive office)

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.

Amendment Regarding Report on Material Facts

This disclosure is the amendment of the previous filing regarding Report on Material Facts which was disclosed on December 10, 2021.

• The amended parts are marked in blue color as shown in the table below.

• See Exhibit 99.1 for full version of the amended document

1. [3. Spin-off Schedule] of the Exhibit 99.1 of the Original Form 6-K

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 (expected)	January 28, 2022
Date of Spin-off	March 1, 2022
Date of general shareholders’ meeting to report the Spin-off or date of inaugural general meeting	March 2, 2022
Date of registration of the Spin-off (expected)	March 2, 2022

2. [4. Matters Concerning the Surviving Company

• (4) Assets to be transferred as a result of the Spin-off and the amounts thereof

• 4 Summary financials before and after the Spin-off *1 (as of September 30, 2021)] of the Exhibit 99.1 of the Original Form 6-K

(Unit: KRW Million)

Classification	Before		After
			Surviving Company		New Company *2
I. Current assets		24,842,655		6,476,196		18,366,459
•  Cash and cash equivalents *3,4,5		2,423,235		705,213		1,718,022
•  Trade receivables		6,107,524		10,294		6,097,230
•  Other receivables		396,331		163,867		232,464
•  Other financial assets		9,323,815		5,595,713		3,728,102
•  Inventories		6,528,001		0		6,528,001
•  Assets held for sale		10,331		0		10,331
•  Other current assets		53,418		1,109		52,309
II. Non-current assets		38,510,946		45,484,708		20,643,631
•  Long-term trade receivables		7,610		0		7,610
•  Other receivables		285,703		212,403		73,300
•  Other financial assets		1,678,509		1,435,984		242,525
•  Investment in subsidiaries, affiliates and joint ventures *3,4,5,6		15,988,632		43,369,850		236,175
•  Invested real properties		147,290		133,774		13,516
•  Tangible assets *6		19,774,324		264,737		19,509,587
•  Intangible assets		549,699		13,849		535,850
•  Other non-current assets		79,179		54,111		25,068
Total assets		63,353,601		51,960,904		39,010,090
I.Current liabilities		6,270,413		1,461,345		4,809,068

Classification	Before			After
II.Non-current assets		8,764,361			2,380,116		6,384,245
Total liabilities		15,034,774			3,841,461		11,193,313
I.Capital		482,403			482,403		482,403
II.Capital surplus		1,339,289			1,339,289		27,134,990
III.Hybrid capital securities		199,384			—		199,384
IV.Accumulated other comprehensive income		(191,343	)		(191,343	)	—
V.Capital adjustment		(2,508,294	)		(2,508,294	)	—
VI.Retained earnings		48,997,388			48,997,388		—
Total shareholders’ equity		48,318,827			48,119,443		27,816,777

3. [5. Matters Concerning the New Company

• (6) Total amount of capital and reserves of the Exhibit 99.1 of the Original Form 6-K

(Unit: KRW)

Classification	Description
Capital		482,403,125,000
Reserve		27,134,990,096,982

4. [Annex 1 Spin-off Statement of Financial Position] of the Exhibit 99.1 of the Original Form 6-K

(Unit: KRW Million)

Classification	Before		After
			Surviving Company		New Company*2
Assets
Current Assets		24,842,655		6,476,196		18,366,459
Cash and cash equivalents*3,4,5		2,423,235		705,213		1,718,022
Accounts receivable		6,107,524		10,294		6,097,230
Other receivable		396,331		163,867		232,464
Other financial assets		9,323,815		5,595,713		3,728,102
Inventories		6,528,001		—		6,528,001
Assets held for sale		10,331		—		10,331
Other current assets		53,418		1,109		52,309
Non-Current Assets		38,510,946		45,484,708		20,643,631
Long-term accounts receivable		7,610		—		7,610
Other receivable		285,703		212,403		73,300
Other financial assets		1,678,509		1,435,984		242,525
Investments in subsidiaries, associates and joint ventures*3,4,5,6		15,988,632		43,369,850		236,175
Invested property		147,290		133,774		13,516
Property and equipment*7		19,774,324		264,737		19,509,587
Intangible assets		549,699		13,849		535,850
Other non-current assets		79,179		54,111		25,068
Total Assets		63,353,601		51,960,904		39,010,090
Liabilities
Current Liabilities		6,270,413		1,461,345		4,809,068
Accounts payable		2,096,900		—		2,096,900
Borrowings		1,657,031		—		1,657,031
Other liabilities		889,614		21,065		868,549
Other financial liabilities		16,585		9,592		6,993
Income tax payable		1,423,817		1,423,817		—
Provisions		72,945		3,633		69,312
Other current liabilities		113,521		3,238		110,283
Non-Current Liabilities		8,764,361		2,380,116		6,384,245

Classification	Before			After
				Surviving Company			New Company*2
Long-term borrowings, excluding current portion		7,414,557			1,509,359			5,905,198
Other liabilities		402,981			150			402,831
Other financial liabilities		23,422			23,422			—
Defined benefit liabilities		22,559			270			22,289
Deferred tax liabilities		848,960			844,330			4,630
Provisions		51,380			2,585			48,795
Other non-current liabilities		502			—			502
Total Liabilities		15,034,774			3,841,461			11,193,313
Shareholders’ Equity
Share capital		482,403			482,403			482,403
Capital surplus		1,339,289			1,339,289			27,134,990
Hybrid capital securities		199,384			—			199,384
Reserves		(191,343	)		(191,343	)		—
Treasury shares		(2,508,294	)		(2,508,294	)		—
Retained Earnings		48,997,388			48,997,388			—
Total Shareholders’ Equity		48,318,827			48,119,443			27,816,777
Total Liabilities and Shareholders’ Equity		63,353,601			51,960,904			39,010,090

5. [Annex 2 List of Properties Subject to Transfer] of the Exhibit 99.1 of the Original Form 6-K

(Unit: KRW Million)

Line Items	Amounts			Details
Assets
I. Current Assets		18,366,459
Cash and cash equivalents		1,718,022		Cash and deposits, etc.
Accounts Receivable		6,097,230		Receivables of Clients
Trade receivable		6,111,662
Present value discounts		(91	)
Allowance for doubtful accounts		(14,341	)
Other Receivable		232,464
Accounts receivable-other		220,896

Line Items	Amounts			Details
Allowance for doubtful Accounts		(2,338	)
Accrued Income		13,906
Other financial assets		3,728,102
Short-term deposits not classified as cash equivalents		3,678,102
Short-term Investment assets		50,000
Inventories		6,528,001		Inventories of finished goods, fuel and materials
Finished goods		1,027,999
Accumulated Impairment loss of Finished goods		(1,015	)
By-product		7,208
Semi-finished goods		1,819,086
Raw materials		1,397,066
Fuel and materials		469,418
Goods in transit		1,807,591
Other Inventories		648
Assets held for sale		10,331		Equipment asset held for sale
Other Current Assets		52,309
Advance payments		3,741
Prepaid expenses		43,326
Others		5,242
II. Non-Current Assets		20,643,631
Long-term Accounts Receivable		7,610
Long-term trade receivable		8,320		Long-term receivable of clients
Allowance for doubtful account		(710	)
Other Receivable		73,300
Long-term loans		62,935
Allowance for doubtful account		(8,812	)
Guarantee deposits		3,691
Others		15,486
Other Financial Assets		242,525
Long-term deposits not classified as cash equivalents		53,906
Derivative asset		188,619

Line Items	Amounts			Details
Investments in subsidiaries, associates and joint ventures		236,175		4 Subsidiaries which are related to steel business (POSCO C&C, POSCO M-TECH, PNR, POSCO HUMANS)
Invested Property		13,516		Lease property
Land		3,639
Buildings		42,861
Accumulated depreciation		(37,436	)
Accumulated impairment loss		(23	)
Structure		14,948
Accumulated depreciation		(10,473	)
Property and equipment		19,509,587		Property, equipment of Pohang and Gwangyang Steel Works
Land		1,250,818
Buildings		6,251,204
Accumulated impairment loss		(4,265	)
Accumulated depreciation		(4,228,371	)
State subsidy		(3,524	)
Structure		4,855,686
Accumulated impairment loss		(3,732	)
Accumulated depreciation		(2,855,752	)
Machinery		39,892,058
Accumulated impairment loss		(72,848	)
Accumulated depreciation		(28,051,803	)
Vehicles		212,437
Accumulated depreciation		(199,779	)
State subsidy		(487	)
Tools and equipment		210,087
Accumulated depreciation		(190,748	)
Office equipment		287,851
Accumulated impairment loss		(15	)
Accumulated depreciation		(231,318	)
State subsidy		(95	)
Lease asset		610,517
Accumulated depreciation		(155,702	)
Construction in progress		2,788,206
Accumulated impairment loss		(850,838	)
Intangible Asset		535,850

Line Items	Amounts		Details
Industrial property rights		21,784	Patents and Brand Identity
Development cost		180,031
Right to use of port facilities		216,523
Lease premium		73,140
Other intangible asset		44,372
Other Non-Current Asset		25,068	Long-term prepaid expenses, etc.
Other non-current asset		25,068
Total Assets		39,010,090
Liabilities
I. Current Liabilities		4,809,068
Account Payable		2,096,900	Payable of the company
Borrowings		1,657,031	Discount of receivable, Import finance
Short-term borrowings		1,138,529
Current portion of long-term Borrowings		518,502
Other Liabilities		868,549
Payables		365,425
Accrued expenses		452,454
Guarantee deposit withholdings		2,372
Dividends payable		454
Lease liabilities		47,844
Other Financial Liabilities		6,993
Derivative liabilities		6,993
Provisions		69,312	Sales guarantee provision, etc.
Other Current Liabilities		110,283	Withholdings for Income tax
Advances		15,777
Withholdings		43,564
Income received in advance		50,942
II. Non-Current Liabilities		6,384,245
Long-term Borrowings		5,905,198
Bond issued		5,905,198
Other Liabilities		402,831
Long-term accrued expenses		39
Long-term deposits provided		550
Long-term lease liabilities		402,242

Line Items	Amounts			Details
Defined benefit liabilities		22,289		Retirement benefit provisions, etc.
Deferred tax liabilities		4,630		Retirement benefit Provisions of the new company, Succession of liabilities by transferring allowance of doubtful account
Provisions(Non-Current)		48,795		Sales guarantee provision, etc.
Other Non-Current Liabilities		502
Long-term income received in advance		502
Total Liabilities		11,193,313
Shareholders’ Equity
I. Share Capital		482,403
II. Capital Surplus		27,134,990
Share premium		27,134,990
III. Hybrid Capital Securities		199,384
Hybrid capital securities		200,000
Discounts, Hybrid capital Securities		(616	)
Total Shareholders’ Equity		27,816,777
Total Liabilities and Shareholders’ Equity		39,010,090

6. [Annex 7 (Proposed) Articles of Incorporation of the New Company] of the Exhibit 99.1 of the Original Form 6-K

[Summary table of Amendment]

Classification	Current	Proposed Amendment
Addition of Article	(newly inserted)	Article 9. Listing of Shares In case the Company intends to list its shares on the KOSPI Market of the Korea Exchange or any similar domestic or foreign securities market, such matter will require a special resolution at a General Meeting of Shareholders of POSCO Holding Inc. (the new company name to which POSCO plans to change on March 2, 2022), which is the sole shareholder of the Company. ※ By inserting new Article of Incorporation, Article numbers from 9 to 51 are changed to 10 to 52, adding 1 to each articles.
Change of Article	Article 25. Number of the Directors The total number of Directors of the Company shall be at least three (3) Directors and may appoint a number of Outside Directors.	Article 26. Number of the Directors The total number of Directors of the Company shall be at least three (3) Directors and a number of Outside Directors shall be appointed.
Change of Article	Article 38. Committees within the Board of Directors (1) The Company shall establish the following special committees within the Board of Directors: 1.Audit Committee; and 2.Other committees as deemed necessary by the Board of Directors.	Article 39. Committees within the Board of Directors (1) The Company shall establish the following special committees within the Board of Directors: 1.ESG Committee 2.Audit Committee; and 3.Other committees as deemed necessary by the Board of Directors.

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
		(Registrant)
Date: January 4, 2022	By	/s/ Chung, Kyung-Jin
		(Signature)
		Name: Chung, Kyung-Jin
		Title: Executive Vice President