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    Amendment: SEC Form SC 13D/A filed by NextDecade Corporation

    7/31/24 4:38:07 PM ET
    $NEXT
    Oil & Gas Production
    Utilities
    Get the next $NEXT alert in real time by email
    SC 13D/A 1 sc13da3.htm SCHEDULE 13D, AMENDMENT NO. 3


     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549  
     
    SCHEDULE 13D
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 3)*  
     
    NextDecade Corporation
    (Name of Issuer)
     
    Common Stock, $0.0001 Par Value
    (Title of Class of Securities)
     
    65342K 105
    (CUSIP Number)
     
    Shawn Kim
    280 Park Avenue, 23rd Floor East Tower
    New York, New York
    (929) 415-4433
    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
    Copies to:
     
    Eric C. Otness, Esq.
    Skadden, Arps, Slate, Meagher & Flom LLP
    1000 Louisiana, Suite 6800
    Houston, Texas 77002-5026
    Tel.: (713) 655-5100
     
    July 29, 2024
    (Date of Event Which Requires Filing of This Statement)
     
    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐  

    *
    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




    1.
    Names of Reporting Persons.
     
    HGC NEXT INV LLC
    2.
    Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ☐        (b)  ☒
    3.
    SEC Use Only 
     
    4.
    Source of Funds (See Instructions)
     
    AF
    5.
    Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
     
    ☐
    6.
    Citizenship or Place of Organization
     
    Delaware
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Persons
    With
    7.
    Sole Voting Power
     
    0
    8.
    Shared Voting Power
     
    23,410,842
    9.
    Sole Dispositive Power
     
    0
    10.
    Shared Dispositive Power
     
    23,410,842
    11.
    Aggregate Amount Beneficially Owned by Each Reporting Person
     
    23,410,842
    12.
    Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
    ☐
    13.
    Percent of Class Represented by Amount in Row (11)
     
    9.1% (1)
    14.
    Type of Reporting Person:
     
    OO

    (1)
    The percentage calculation is based on 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.



    1.
    Names of Reporting Persons.
     
    Hanwha Impact Partners Inc.
    2.
    Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ☐        (b)  ☒
    3.
    SEC Use Only 
     
    4.
    Source of Funds (See Instructions)
     
    AF, WC
    5.
    Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
     
    ☐
    6.
    Citizenship or Place of Organization
     
    Delaware
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Persons
    With
    7.
    Sole Voting Power
     
    0
    8.
    Shared Voting Power
     
    23,410,842
    9.
    Sole Dispositive Power
     
    0
    10.
    Shared Dispositive Power
     
    23,410,842
    11.
    Aggregate Amount Beneficially Owned by Each Reporting Person
     
    23,410,842
    12.
    Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
    ☐
    13.
    Percent of Class Represented by Amount in Row (11)
     
    9.1% (1)
    14.
    Type of Reporting Person:
     
    CO


    (1)
    The percentage calculation is based on 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.



    1.
    Names of Reporting Persons.
     
    Hanwha Impact Global Corporation
    2.
    Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ☐        (b)  ☒
    3.
    SEC Use Only 
     
    4.
    Source of Funds (See Instructions)
     
    AF
    5.
    Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
     
    ☐
    6.
    Citizenship or Place of Organization
     
    Republic of Korea
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Persons
    With
    7.
    Sole Voting Power
     
    0
    8.
    Shared Voting Power
     
    23,410,842
    9.
    Sole Dispositive Power
     
    0
    10.
    Shared Dispositive Power
     
    23,410,842
    11.
    Aggregate Amount Beneficially Owned by Each Reporting Person
     
    23,410,842
    12.
    Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
    ☐
    13.
    Percent of Class Represented by Amount in Row (11)
     
    9.1% (1)
    14.
    Type of Reporting Person:
     
    CO


    (1)
    The percentage calculation is based on 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.




    1.
    Names of Reporting Persons.
     
    Hanwha Aerospace Co., Ltd.
    2.
    Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ☐        (b)  ☒
    3.
    SEC Use Only 
     
    4.
    Source of Funds (See Instructions)
     
    WC
    5.
    Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
     
    ☒
    6.
    Citizenship or Place of Organization
     
    Republic of Korea
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Persons
    With
    7.
    Sole Voting Power
     
    0
    8.
    Shared Voting Power
     
    17,536,368
    9.
    Sole Dispositive Power
     
    0
    10.
    Shared Dispositive Power
     
    17,536,368
    11.
    Aggregate Amount Beneficially Owned by Each Reporting Person
     
    17,536,368
    12.
    Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
    ☐
    13.
    Percent of Class Represented by Amount in Row (11)
     
    6.8% (1)
    14.
    Type of Reporting Person:
     
    CO


    (1)
    The percentage calculation is based on 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.




    1.
    Names of Reporting Persons.
     
    Hanwha Ocean USA International LLC
    2.
    Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ☐        (b)  ☒
    3.
    SEC Use Only 
     
    4.
    Source of Funds (See Instructions)
     
    AF
    5.
    Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
     
    ☐
    6.
    Citizenship or Place of Organization
     
    Delaware
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Persons
    With
    7.
    Sole Voting Power
     
    0
    8.
    Shared Voting Power
     
    17,536,369
    9.
    Sole Dispositive Power
     
    0
    10.
    Shared Dispositive Power
     
    17,536,369
    11.
    Aggregate Amount Beneficially Owned by Each Reporting Person
     
    17,536,369
    12.
    Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
    ☐
    13.
    Percent of Class Represented by Amount in Row (11)
     
    6.8% (1)
    14.
    Type of Reporting Person:
     
    CO


    (1)
    The percentage calculation is based on 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.




    1.
    Names of Reporting Persons.
     
    Hanwha Ocean USA Holdings Corp.
    2.
    Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ☐        (b)  ☒
    3.
    SEC Use Only 
     
    4.
    Source of Funds (See Instructions)
     
    AF
    5.
    Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
     
    ☐
    6.
    Citizenship or Place of Organization
     
    Delaware
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Persons
    With
    7.
    Sole Voting Power
     
    0
    8.
    Shared Voting Power
     
    17,536,369
    9.
    Sole Dispositive Power
     
    0
    10.
    Shared Dispositive Power
     
    17,536,369
    11.
    Aggregate Amount Beneficially Owned by Each Reporting Person
     
    17,536,369
    12.
    Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
    ☐
    13.
    Percent of Class Represented by Amount in Row (11)
     
    6.8% (1)
    14.
    Type of Reporting Person:
     
    CO


    (1)
    The percentage calculation is based on 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.




    1.
    Names of Reporting Persons.
     
    Hanwha Ocean Co., Ltd.
    2.
    Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ☐        (b)  ☒
    3.
    SEC Use Only 
     
    4.
    Source of Funds (See Instructions)
     
    WC
    5.
    Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
     
    ☐
    6.
    Citizenship or Place of Organization
     
    Republic of Korea
    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Persons
    With
    7.
    Sole Voting Power
     
    0
    8.
    Shared Voting Power
     
    17,536,369
    9.
    Sole Dispositive Power
     
    0
    10.
    Shared Dispositive Power
     
    17,536,369
    11.
    Aggregate Amount Beneficially Owned by Each Reporting Person
     
    17,536,369
    12.
    Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
    ☐
    13.
    Percent of Class Represented by Amount in Row (11)
     
    6.8% (1)
    14.
    Type of Reporting Person:
     
    CO


    (1)
    The percentage calculation is based on 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.


    This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D relates to the shares of common stock, $0.0001 par value per share (“Common Stock”) of NextDecade Corporation, a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on February 16, 2023, as amended by Amendment No. 1 thereto on July 18, 2023 and Amendment No. 2 thereto on June 17, 2024 (as amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Schedule 13D.

    Item 2.
    Identity and Background.

    Item 2(b) of this Schedule 13D is hereby amended and restated as follows:

    The address of the principal office of both HIP and HGC is 501 2nd Street, Suite 500, San Francisco, CA 94107. The address of the principal office of HIG is 86, Cheonggyecheon-ro, Jung-gu, Seoul, South Korea. The address of the principal office of Hanwha Aerospace is 1204 Changwon-daero, Seongsan-gu, Changwon-si, Gyeongsangnam-do, Korea, 51542. The address of the principal office of both Hanwha Ocean LLC and Hanwha Ocean Corp. is 5051 Westheimer Rd., Galleria Tower II, Suite 1400, Houston, TX 77056. The address of the principal office of Hanwha Ocean is 3370, Geoje-daero, Geoje-si, Gyeongsangnam-do, South Korea.

    Annex A of this Schedule 13D is amended and restated as set forth on the updated Annex A attached to this Amendment No. 3.

    Item 3.
    Source and Amount of Funds or Other Consideration.

    Item 3 of this Schedule 13D is hereby supplemented by the following:

    The purchase of a total of 35,072,737 shares of Common Stock by Hanwha Ocean LLC and Hanwha Aerospace for a purchase price of $7.50 per share pursuant to the Block Trade Agreements closed on July 29, 2024.

    Item 4.
    Purpose of Transaction.

    Item 4 of this Schedule 13D is hereby supplemented by the following:

    The information in Item 3 of this Schedule 13D is incorporated herein by reference.

    Item 5.
    Interest in Securities of the Issuer.
    Item 5(b) and 5(c) of this Schedule 13D are hereby amended and restated as follows:
    (b)
    The aggregate number and percentage of the Common Stock beneficially owned by each of the Reporting Persons and, for such Reporting Persons, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
    (c)
    Except as set forth in this Schedule 13D, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days.

    Item 6.
    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

    Item 6 of this Schedule 13D is hereby supplemented by the following:

    The information in Item 3 of this Schedule 13D is incorporated herein by reference.


    SIGNATURES
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
    Dated: July 31, 2024
     
    HGC NEXT INV LLC
       
     
    By: Hanwha Impact Partners Inc., its managing member
       
       
     
    By:
    /s/ Sunghyun Hong
     
    Name:  
    Sunghyun Hong
     
    Title:
    President
       
       
       
     
    Hanwha Impact Partners Inc.
       
       
     
    By:
    /s/ Sunghyun Hong
     
    Name:
    Sunghyun Hong
     
    Title:
    President
       
       
       
     
    Hanwha Impact Global Corporation
       
       
     
    By:
    /s/ Sung Bin Lim
     
    Name:
    Sung Bin Lim
     
    Title:
    President
       
       
       
     
    Hanwha Aerospace Co., Ltd.
       
       
     
    By:
    /s/ Jaeil Son
     
    Name:
    Jaeil Son
     
    Title:
    Chief Executive Officer
       
       
     
    Hanwha Ocean USA International LLC
       
       
     
    By:
    /s/ Sukwon Lee
     
    Name:
    Sukwon Lee
     
    Title:
    Chief Executive Officer



     
    Hanwha Ocean USA Holdings Corp.
       
       
     
    By:
    /s/ Sukwon Lee
     
    Name:
    Sukwon Lee
     
    Title:
    Chief Executive Officer
       
       
     
    Hanwha Ocean Co., Ltd.
       
       
     
    By:
    /s/ Duhyoung Ryoo
     
    Name:  
    Duhyoung Ryoo
     
    Title:
    President





    ANNEX A

    EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSONS

    Executive Officers and Directors of HGC NEXT INV LLC

    Business Address: 501 2nd Street, Suite 500, San Francisco, CA 94107

    Name:
    Principal Occupation:
    Hanwha Impact Partners Inc.
    Managing Member of HGC NEXT INV LLC


    Executive Officers and Directors of Hanwha Impact Partners Inc.

    Business Address: c/o Hanwha Impact Partners Inc., 501 2nd Street, Suite 500, San Francisco, CA 94107

    Name:
    Principal Occupation:
    Sunghyun Hong (citizen of South Korea)
    President / Director
    Inkyoon Jung (citizen of South Korea)
    Secretary / Treasurer / Director
       

    Executive Officers and Directors of Hanwha Impact Global Corporation

    Business Address: c/o Hanwha Impact Global Corporation, Hanwha Building, Cheonggyecheon-ro 86, Jung-gu, Seoul, South Korea

    Name:
    Principal Occupation:
    Sung Bin Lim (citizen of South Korea)
    President / Director
    Gi Yeol Nam (citizen of South Korea)
    Compliance Officer
    Joohun Shin (citizen of South Korea)
    Director
    Steve Sukyung Park
    Director
       

    Executive Officers and Directors of Hanwha Aerospace Co., Ltd.

    Business Address: c/o Hanwha Aerospace Co., Ltd., 1204 Changwon-daero, Seongsan-gu, Changwon-si, Gyeongsangnam-do, Korea, 51542

    Name:
    Principal Occupation:
    Dongkwan Kim (citizen of South Korea)
    Vice Chairman / Director
    Jae Il Son (citizen of South Korea)
    President & CEO / Director
    Byungchul An (citizen of South Korea)
    Head of Strategy Office / Director, Chairman
    Hyoun Jin Kim (citizen of South Korea)
    Independent Director
    Jingoo Jun (citizen of South Korea)
    Independent Director
    Huy jae Chon (citizen of South Korea)
    Independent Director
    Do-jin Jung  (citizen of South Korea)
    Independent Director


    Executive Officers and Directors of Hanwha Ocean USA International LLC

    Business Address: c/o Hanwha Ocean USA International LLC, 5051 Westheimer Rd., Galleria Tower II, Suite 1400, Houston, TX 77056

    Name:
    Principal Occupation:
    Suk-Won Lee (citizen of South Korea)
    Chief Executive Officer / Manager


    Executive Officers and Directors of Hanwha Ocean USA Holdings Corp.

    Business Address:  
    c/o Hanwha Ocean USA Holdings Corp., 5051 Westheimer Rd., Galleria Tower II, Suite 1400, Houston, TX 77056

    Name:
    Principal Occupation:
    Suk-Won Lee (citizen of South Korea)
    Chief Executive Officer / Director


    Executive Officers and Directors of Hanwha Ocean Co., Ltd.

    Business Address: c/o Hanwha Ocean Co., Ltd., 3370, Geoje-daero, Geoje-si, Gyeongsangnam-do, South Korea

    Name:
    Principal Occupation:
    Hyek-Woong Kwon (citizen of South Korea)
    Chief Executive Officer / Director
    Jong-Seo Kim (citizen of South Korea)
    Head of Commercial Vessel Business / Director
    Du-Hyoung Ryoo (citizen of South Korea)
    Head of Business Planning Office / Director
    Shin-Hyung Rhee (citizen of South Korea)
    Independent Director
    Bong-Hwan Kim (citizen of South Korea)
    Independent Director
    George Prescott Bush
    Independent Director
    Nak-Hee Hyun (citizen of South Korea)
    Independent Director
    Jae-Ik Kim (citizen of South Korea)
    Independent Director

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    • NEXT Carbon Solutions and California Resources Corporation Agree to FEED Study

      NEXT Carbon Solutions (NCS), a subsidiary of NextDecade Corporation (NASDAQ:NEXT) and California Resources Corporation (NYSE:CRC) today jointly announced the execution of an agreement (Agreement) to further explore the decarbonization of CRC's Elk Hills Power Plant. Through the deployment of NCS' proprietary post-combustion carbon capture processes for CRC's CalCapture CCS+ project, the companies seek to capture and utilize the emissions from the Elk Hills Power Plant for permanent storage in oil producing reservoirs. Pursuant to the Agreement, NCS will perform a front-end engineering design (FEED) study for the post combustion capture and compression of up to 95% of the carbon dioxide (CO

      5/5/22 6:00:00 AM ET
      $CRC
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    Leadership Updates

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    • NextDecade Announces the Appointment of Tarik Skeik as Chief Operating Officer

      NextDecade Corporation (NextDecade or the Company) (NASDAQ:NEXT), announced today that Tarik Skeik has been appointed Chief Operating Officer (COO) of the Company. In this role, Skeik will report to the Chairman and CEO, Matt Schatzman, and further enhance a management team with outstanding experience in major capital project delivery and operations as the Company works to deliver Phase 1 of Rio Grande LNG (RGLNG) safely, on schedule, and within budget, reach positive final investment decisions on RGLNG Trains 4 and 5, and advance its Next Carbon Solutions business. Before his appointment as the COO of the Company, Mr. Skeik, 44, was a global project executive at ExxonMobil where he worke

      7/22/24 4:30:00 PM ET
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    • NextDecade Announces Appointment of Brent Wahl as Chief Financial Officer

      HOUSTON--(BUSINESS WIRE)--NextDecade Corporation (NextDecade or the Company) (NASDAQ: NEXT) today announced that the Board of Directors has appointed Brent E. Wahl as Chief Financial Officer effective February 1, 2021. Mr. Wahl has served as the Company’s Senior Vice President, Finance, since June 17, 2019. Mr. Wahl will replace Benjamin A. Atkins, who has notified the Company of his intention to resign his position as Chief Financial Officer for personal reasons. Mr. Atkins will continue to be employed by the Company until February 1, 2021, to ensure a seamless transition of the role to Mr. Wahl. “I join my fellow employees and Directors in congratulating Brent on his appointment

      1/20/21 4:05:00 PM ET
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    Analyst Ratings

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    • TD Cowen reiterated coverage on NextDecade with a new price target

      TD Cowen reiterated coverage of NextDecade with a rating of Buy and set a new price target of $9.00 from $7.00 previously

      6/6/24 7:56:44 AM ET
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    • NextDecade upgraded by Wolfe Research with a new price target

      Wolfe Research upgraded NextDecade from Peer Perform to Outperform and set a new price target of $8.00

      8/16/23 7:31:32 AM ET
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    • NextDecade upgraded by Stifel with a new price target

      Stifel upgraded NextDecade from Hold to Buy and set a new price target of $9.00 from $7.50 previously

      8/15/23 7:33:28 AM ET
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    Insider Purchases

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    • Director by Deputization Bardin Hill Investment Partners Lp bought 334,012 shares (SEC Form 4)

      4 - NextDecade Corp. (0001612720) (Issuer)

      11/15/24 6:49:22 PM ET
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    • Large owner Hgc Next Inv Llc bought $87,681,818 worth of shares (11,690,909 units at $7.50) (SEC Form 4)

      4 - NextDecade Corp. (0001612720) (Issuer)

      7/31/24 4:17:03 PM ET
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    Large Ownership Changes

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    • Amendment: SEC Form SC 13D/A filed by NextDecade Corporation

      SC 13D/A - NextDecade Corp. (0001612720) (Subject)

      7/31/24 4:38:07 PM ET
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    • Amendment: SEC Form SC 13D/A filed by NextDecade Corporation

      SC 13D/A - NextDecade Corp. (0001612720) (Subject)

      7/29/24 5:48:21 PM ET
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    • Amendment: SEC Form SC 13D/A filed by NextDecade Corporation

      SC 13D/A - NextDecade Corp. (0001612720) (Subject)

      6/17/24 9:51:24 PM ET
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