POS EX

As filed with the Securities and Exchange Commission on July 3, 2024

Registration Statement No. 333-257908

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4

TO

REGISTRATION STATEMENT

UNDER

SCHEDULE B

OF

THE SECURITIES ACT OF 1933

THE REPUBLIC OF KOREA

(Name of Registrant)

Name and Address of Authorized Representative in the United States:

Munkyu Park

Consul

Korean Consulate General

460 Park Avenue, 9th Floor

New York, New York 10022

Copies to:

Jinduk Han, Esq. Cleary Gottlieb Steen & Hamilton LLP c/o 19F, Ferrum Tower 19, Eulji-ro 5-gil, Jung-gu Seoul 04539, Korea Alan L. Beller, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 United States of America

The securities registered hereby will be offered on a delayed or continuous basis pursuant to the procedures set forth in Securities Act Release Nos. 33-6240 and 33-6424.

This Post-Effective Amendment No. 4 is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”).

EXPLANATORY NOTE

This Post-Effective Amendment No. 4 to the registrant’s Registration Statement under Schedule B (File No. 333-257908), declared effective by the Securities and Exchange Commission on April 18, 2024, is being filed solely for the purpose of filing Exhibits E-2 and F-2 to such Registration Statement pursuant to Rule 462(d) under the Securities Act. This Post-Effective Amendment No. 4 is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act. No changes or additions are being made hereby to the Prospectus which forms part of such Registration Statement.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 11. Estimated Expenses.*

It is estimated that our expenses in connection with the sale of the debt securities hereunder, exclusive of compensation payable to underwriters and agents, will be as follows:

SEC Registration Fee	US$	327,300
Listing Fee and Expenses		25,000
Printing Expenses		100,000
Rating Agencies’ Fees		350,000
Legal Fees and Expenses		400,000
Fiscal Agent Fees and Expenses		50,000
Blue Sky Fees and Expenses		3,000
Miscellaneous		200,000
Total	US$	1,455,300

* Based on three underwritten offerings of the debt securities.

II-1

UNDERTAKINGS

The Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That, for purposes of determining liability under the Securities Act of 1933 to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e) That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser;

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-2

CONTENTS

This Registration Statement is comprised of:

(1) Facing Sheet.

(2) Explanatory Note.

(3) Part I, consisting of the Prospectus.

(4) Part II, consisting of pages II-1 to II-6.

(5) The exhibits as listed on page II-4.

II-3

EXHIBIT INDEX

A.	Form of Underwriting Agreement, incorporated herein by reference to Exhibit C to the Registration Statement of The Republic of Korea (No.333-8502).
B.	Form of Fiscal Agency Agreement, dated as of April 17, 1998, including forms of debt securities, incorporated herein by reference to Exhibit A to the Registration Statement of The Republic of Korea (No. 333-8502).
C.	Form of Amendment No. 1 to the Fiscal Agency Agreement, dated as of June 3, 2003, incorporated herein by reference to Exhibit B-1 filed as part of Post-Effective Amendment No. 3 to the Registration Statement of The Republic of Korea (No. 333-8502).
D.	Form of debt securities (attached to the Form of Amendment No. 1 to the Fiscal Agency Agreement), incorporated herein by reference to Exhibit B-2 filed as part of Post-Effective Amendment No. 3 to the Registration Statement of The Republic of Korea (No. 333-8502).
D-1.	Form of debt securities (attached to the Form of Amendment No. 2 to the Fiscal Agency Agreement), incorporated herein by reference to Exhibit C-1 filed as part of Post-Effective Amendment No. 2 to the Registration Statement of The Republic of Korea (No. 333-214726).
E.	Opinion (including consent) of Bae, Kim & Lee LLC, Korean counsel to the Republic, in respect of the legality of the Debt Securities.*
E-1.	Opinion (including consent) of Bae, Kim & Lee LLC, Korean counsel to the Republic, in respect of the legality of the Republic’s €700,000,000 Zero Coupon Green Notes due 2026 and US$500,000,000 1.750% Notes due 2031.*
E-2.	Opinion (including consent) of Lee & Ko, Korean counsel to the Republic, in respect of the legality of the Republic’s US$1,000,000,000 4.500% Notes due 2029.
F.	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, special U.S. counsel to the Republic, in respect of the legality of the Debt Securities.*
F-1.	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, special U.S. counsel to the Republic, in respect of the legality of the Republic’s €700,000,000 Zero Coupon Green Notes due 2026 and US$500,000,000 1.750% Notes due 2031.*
F-2.	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, special U.S. counsel to the Republic, in respect of the legality of the Republic’s US$1,000,000,000 4.500% Notes due 2029.
G.	Consent of the Minister of Economy and Finance of the Republic of Korea (included on Page II-4).
H.	Power of Attorney of the Minister of Economy and Finance of the Republic of Korea, incorporated herein by reference to Exhibit H to the Registration Statement of The Republic of Korea (No. 333-118631).
I.	Letter appointing Authorized Representative of the Republic of Korea in the United States, incorporated herein by reference to Exhibit I to the Registration Statement of The Republic of Korea (No. 333-157904).

* Previously filed.

II-4

SIGNATURE OF THE REGISTRANT

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the registrant, The Republic of Korea, has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Seoul, The Republic of Korea, on the 3rd day of July 2024.

THE REPUBLIC OF KOREA
By:	SANG MOK CHOI †*
	Minister of Economy and Finance
†By:	/S/ CHANG YEON YOU
	CHANG YEON YOU (Attorney-in-fact)

* Consent is hereby given to the use of his name in connection with the information specified in this registration statement or amendment thereto to have been supplied by him and stated on his authority.

II-5

SIGNATURE OF AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the undersigned, a duly authorized representative of The Republic of Korea in the United States, has signed this registration statement or amendment thereto in The City of New York, New York, on the 3rd day of July 2024.

By:	/S/ MUNKYU PARK
	MUNKYU PARK
	Consul
	Korean Consulate General in New York

II-6

EX-99.(E-2)

Exhibit E-2

[Lee & Ko Letterhead]

July 3, 2024

To: The Republic of Korea

Ministry of Economy and Finance

Sejong Government Complex

477 Galmae-ro

Sejong-si 30109

The Republic of Korea

Re: The Republic of Korea US$1,000,000,000 4.500% Notes due 2029

Ladies and Gentlemen:

We have acted as special Korean legal counsel for The Republic of Korea (the “Republic”) in connection with the US$1,000,000,000 4.500% Notes due 2029 (the “Notes”) offered pursuant to a registration statement under Schedule B (No. 333-257908), as amended and as it became effective (the “Registration Statement”) and to be issued by the Republic on July 3, 2024 pursuant to a fiscal agency agreement dated as of April 17, 1998, as amended by Amendment No. 1 thereto dated as of June 3, 2003 and further amended by Amendment No. 2 thereto dated as of July 17, 2018 (the “Fiscal Agency Agreement”) between the Republic and The Bank of New York Mellon, as fiscal agent. The prospectus dated April 18, 2024 relating to the Notes to be issued by the Republic pursuant to the Registration Statement, as supplemented by the final prospectus supplement, dated June 26, 2024 used in connection with the offering of the Notes, is herein called the “Prospectus”.

In connection with providing legal opinions set forth herein, we have examined and relied upon all such laws and regulations of the Republic as are relevant to the Debt Securities and the Fiscal Agency Agreement and the originals or copies, certified or otherwise identified to our satisfaction, of the documents, records, certificates and/or other instruments (individually a “document” and collectively the “documents”) as we have deemed necessary as a basis for this opinion.

In giving this opinion, we have assumed in relation to the documents:

(a) the genuineness of all signatures, stamps and seals;

(b) that all documents submitted to us as originals are authentic, complete, accurate, up-to-date and, where applicable, duly executed, and all documents submitted to us as forms of originals or photostatic or faxed copies conform to the originals;

(c) that all factual statements and representations and warranties (other than as to matters of the laws of Korea) made in the documents or stated by officers or other representatives of the Republic, which we have relied upon without further inquiry, were, are and will be accurate, complete and correct in all respects;

(d) that, each of the documents, other than those by the Republic, is within the capacity and powers of, and has been validly authorized, executed and delivered by, the relevant parties thereto and is legal, valid, binding and enforceable in accordance with its respective terms under the laws of the relevant jurisdiction by which it is expressed to be governed, and there has been no breach of any of the terms thereof; and

(e) that the Notes will have been duly authenticated by the Fiscal Agent in accordance with the provisions of the Fiscal Agency Agreement, paid for by purchasers thereof and duly released to The Depository Trust Company or their respective nominee upon receipt by the Republic of the payment therefor in accordance with the terms of the documents.

We are properly qualified to practice law in Korea and to opine on the laws of Korea. We do not represent ourselves as being familiar with the laws of any other jurisdiction and express no opinion on the laws of any other jurisdiction.

On the basis of and subject to the foregoing, we are of the opinion that:

1. The Fiscal Agency Agreement has been duly authorized and executed by the Republic;

2. The statements in the Prospectus concerning matters of Korean law (except for the financial and statistical data contained therein as to which we express no opinion) are accurate and up-to-date as of the date hereof in all material respects; and

3. The Notes have been duly authorized, executed, issued and delivered by the Republic and constitute valid and binding obligations of the Republic and enforceable in accordance with their terms.

The opinions set forth above are subject to the following reservations and qualifications:

A. the obligations of the Republic under the Debt Securities and the Fiscal Agency Agreement and the enforcement thereof may be limited or affected by laws governing bankruptcy, insolvency, fraudulent conveyance, liquidation, composition, rehabilitation, moratorium or other similar laws of Korea, which generally affect the rights of creditors or creditor financial institutions;

B. the obligations of the Republic under the Debt Securities and the Fiscal Agency Agreement and the enforcement thereof may also be limited or affected by the general principle of good morals and other social order and the general principle of good faith, equity and fairness provided for in the Civil Code of Korea;

C. nothing in this opinion should be taken as indicating that the remedies of specific performance or injunction (being in some instances discretionary remedies of the court) would necessarily be available with respect to any particular provision of the Debt Securities or the Fiscal Agency Agreement;

D. failure to exercise a right of action for more than a certain period of time may operate as a bar to the exercise of such a right, and failure to exercise such a right for a certain period of time may, under certain circumstances, be deemed by the Korean courts to constitute a waiver thereof;

E. provisions in the Debt Securities or the Fiscal Agency Agreement that permit any party thereto or any other person to take action, make determinations or require payments under indemnity and similar provisions may be interpreted by a Korean court to be subject to the requirement that such action be taken or such determination be made on a reasonable basis and in good faith, and that any action or omission to act, in respect of which any indemnity or other payment is required to be reasonable and in good faith; and

F. if the Korean government deems that certain emergency circumstance, including but not limited to severe and sudden changes in domestic or overseas economic circumstances, extreme difficulty in stabilizing the balance of payments or in implementing currency, exchange rate and other macroeconomic policies, has occurred or is likely to occur, it may impose certain necessary restrictions provided for under the Foreign Exchange Transactions Act and the rules and regulations promulgated thereunder, such as the suspension of payments or requiring prior approval from governmental authorities for any transaction.

This opinion letter is strictly limited to the matters addressed herein and may not be read as extending by implication to any matters not specifically referred to herein.

We hereby consent to the use of this opinion letter as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Registration Statement, without thereby admitting that we are “experts” under the Securities Act or the rules and regulations of the U.S. Securities and Exchange Commission thereunder for the purpose of any part of the Registration Statement, including the exhibit as which this opinion is filed.

Yours faithfully,

/s/ Lee & Ko

Lee & Ko

EX-99.(F-2)

Exhibit F-2

[Cleary Gottlieb Steen & Hamilton LLP Letterhead]

July 3, 2024      

The Republic of Korea

Ministry of Economy and Finance

Sejong Government Complex

477 Galmae-ro

Sejong-si 30109

The Republic of Korea

Ladies and Gentlemen:

We have acted as special United States counsel to the Republic of Korea (the “Republic”) in connection with the Republic’s offering pursuant to a registration statement under Schedule B (No. 333-257908) of US$1,000,000,000 4.500% notes due 2029 (the “Notes”) issued under a fiscal agency agreement dated as of April 17, 1998, as amended by amendment no. 1 thereto dated as of June 3, 2003 and Amendment No. 2 thereto dated July 17, 2018 (the “Fiscal Agency Agreement”), between the Republic and The Bank of New York Mellon, as fiscal agent. Such registration statement, as amended when it became effective, is herein called the “Registration Statement;” the related prospectus dated April 18, 2024, as filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), is herein called the “Base Prospectus;” the related prospectus supplement dated June 26, 2024, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus Supplement;” and the Base Prospectus and the Prospectus Supplement, together, are herein called the “Prospectus.”

In arriving at the opinion expressed below, we have reviewed the following documents:

(a) the Registration Statement;

(b) the Prospectus;

(c) specimens of the Notes; and

(d) an executed copy of the Fiscal Agency Agreement.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such records of the Republic and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified (i) the accuracy as to factual matters of each document we have reviewed and (ii) that the Notes conform to the specimens thereof that we have reviewed and have been duly authenticated in accordance with the terms of the Fiscal Agency Agreement.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Notes are the valid, binding and enforceable obligations of the Republic, entitled to the benefit of the Fiscal Agency Agreement.

In connection with the foregoing opinion, (a) we have assumed that each of the Republic and the Fiscal Agent has satisfied those legal requirements that are applicable to it to the extent necessary to make the Fiscal Agency Agreement and the Notes enforceable against it (except that no such assumption is made as to the Republic regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable with respect to the Fiscal Agency Agreement and the Notes), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity and (c) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights. In addition, we note that (i) the enforceability of the waiver of immunities by the Republic set forth in the Notes is subject to the limitations imposed by the Foreign Sovereign Immunities Act of 1976 and (ii) the designation of the U.S. federal courts sitting in The City of New York as a venue for actions or proceedings relating to the Notes is (notwithstanding the waiver in such provisions) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. § 1404(a) or to dismiss such actions or proceedings on the grounds that such federal court is an inconvenient forum for such action or proceeding. We express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Notes where jurisdiction based on diversity of citizenship under 28 U.S.C. §1332 does not exist.

The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this exhibit, within the meaning of the term “expert” as used in the Securities Act, or the rules and regulations of the Commission issued thereunder. We assume no obligation to advise you, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

Very truly yours, CLEARY GOTTLIEB STEEN & HAMILTON LLP
By:	/s/ JINDUK HAN
	Jinduk Han, a Partner