next20220928

S-1 1 next20220928_s1.htm next20220928_s1.htm

As filed with the Securities and Exchange Commission on September 30, 2022

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NextDecade Corporation

(Exact name of registrant as specified in its charter)

Delaware		6770		46-5723951
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

1000 Louisiana Street, Suite 3900

Houston, Texas 77002

(713) 574-1880

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Vera de Gyarfas, General Counsel

NextDecade Corporation

1000 Louisiana Street, Suite 3900

Houston, Texas 77002

(713) 574-1880

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sean M. Jones

Coleman Wombwell

K&L Gates LLP

300 South Tryon Street, Suite 1000
Charlotte, North Carolina 28202
(704) 331-7400

Approximate date of commencement of proposed sale to the public:

From time to time after this Registration Statement becomes effective

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller Reporting Company ☒
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

	Page
ABOUT THIS PROSPECTUS	ii
WHERE YOU CAN FIND MORE INFORMATION	ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii
PROSPECTUS SUMMARY	1
RISK FACTORS	3
USE OF PROCEEDS	3
SELLING STOCKHOLDERS	3
PLAN OF DISTRIBUTION	5
DESCRIPTION OF COMMON STOCK TO BE REGISTERED	7
LEGAL MATTERS	8
EXPERTS	8
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	8

Common Stock offered by the selling stockholders	Up to 15,454,160 shares of Common Stock.

Use of proceeds	We are not selling any shares of Common Stock under this prospectus and will not receive any of the proceeds from the sale of shares of Common Stock by the selling stockholders.

Risk factors	An investment in shares of Common Stock involves a high degree of risk. Please refer to the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” and other information included or incorporated by reference in this prospectus for a discussion of factors you should carefully consider before investing in shares of Common Stock.

Nasdaq Capital Market symbol	NEXT

	Shares of Common Stock Beneficially Owned Prior to the Offering**		Shares of Common Stock Offered Hereby	Shares of Common Stock Beneficially Owned After Completion of the Offering**
Selling stockholder:	Number	Percentage		Number	Percentage
Alyeska Master Fund, L.P. ⁽¹⁾	2,727,273	1.9%	2,727,273	-	-
Aventail Energy Master Fund, LP ⁽²⁾	909,091	*	909,091	-	-
Burkehill Fund Ltd ⁽³⁾	363,636	*	363,636	-	-
Citadel CEMF Investments Ltd. ⁽⁴⁾	3,636,364	2.5%	3,636,364	-	-
Compass HTV LLC ⁽⁵⁾	14,629	*	14,629	-	-
Compass Offshore HTV PCC Limited ⁽⁵⁾	9,282	*	9,282	-	-
Covalis Capital Enhanced Master Fund Ltd ⁽⁵⁾	57,620	*	57,620	-	-
Covalis Capital Master Fund Ltd ⁽⁵⁾	100,287	*	100,287	-	-
Ecofin Sustainable and Social Impact Term Fund ⁽⁶⁾	234,507	*	234,507	-	-
Entities affiliated with Millennium Management LLC ⁽⁷⁾	970,061	*	909,091	60,970	*
Principal Diversified Select Real Asset Fund ⁽⁶⁾	13,541	*	13,541	-	-
Spindrift Investors (Bermuda) L.P.⁽⁸⁾	229,474	*	143,954	85,520	*
Spindrift Partners, L.P.⁽⁸⁾	349,867	*	219,296	130,571	*
SteelMill Master Fund LP ⁽⁹⁾	2,181,818	1.5%	2,181,818	-	-
Texas Mutual Insurance Company ⁽⁶⁾	32,601	*	32,601	-	-
Tortoise Energy Independence Fund, Inc. ⁽⁶⁾	65,669	*	65,669	-	-
Tortoise Energy Infrastructure Corp.⁽⁶⁾	592,781	*	592,781	-	-
Tortoise Midstream Energy Fund, Inc. ⁽⁶⁾	290,106	*	290,106	-	-
Tortoise MLP & Pipeline Fund ⁽⁶⁾	2,197,502	1.5%	2,197,502	-	-
Tortoise Pipeline & Energy Fund, Inc. ⁽⁶⁾	89,812	*	89,812	-	-
Tortoise Power and Energy Infrastructure Fund, Inc. ⁽⁶⁾	119,845	*	119,845	-	-
Transition Equity Partners, LLC ⁽¹⁰⁾	545,455	*	545,455	-	-

*	Indicates beneficial ownership of less than 1% of the total outstanding Common Stock.

**	“Beneficial ownership” is a term broadly defined by the SEC in Rule 13d-3 under the Exchange Act and includes more than typical forms of stock ownership, that is, stock held in the person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or shares investment or voting power. For purposes of this table, shares not outstanding that are subject to options, warrants, rights or conversion privileges exercisable within 60 days of September 19, 2022 are deemed outstanding for the purpose of calculating the number and percentage owned by such person.

SEC registration fee	$	8,638.58
FINRA filing fee	$	(1)
Accounting fees and expenses	$	(1)
Legal fees and expenses	$	(1)
Printing expenses	$	(1)
Miscellaneous fees and expenses	$	(1)

Total	$	8,638.58(1)

Exhibit Number		Description
1.1*		Form of Underwriting Agreement
4.1(1)		Second Amended and Restated Certificate of Incorporation, dated July 24, 2017
4.2(2)		Amended and Restated Bylaws, as amended through March 3, 2021
4.4(3)		Specimen Common Stock certificate
10.1(4) †		Employment Agreement, dated September 8, 2017, between NextDecade Corporation and Matthew K. Schatzman
10.2(5) †		NextDecade Corporation 2017 Omnibus Incentive Plan
10.3(6) †		Form of Restricted Stock Award Agreement
10.4(7)		Form of Registration Rights Agreement for purchasers of Series A Preferred Stock
10.5(8)		Purchaser Rights Agreement by and between NextDecade Corporation and HGC NEXT INV LLC
10.6(9)		Form of Registration Rights Agreement for purchasers of Series B Preferred Stock
10.7(10)		Form of Purchaser Rights Agreement for purchasers of Series B Preferred Stock
10.8(11)		Amendment No. 1 to Registration Rights Agreement, effective as of December 7, 2018, by and between NextDecade Corporation and York Capital Management Global Advisors, LLC, severally on behalf of certain funds or advised by it or its affiliates
10.9(12)		Amendment No. 1 to Registration Rights Agreement, effective as of December 7, 2018, by and between NextDecade Corporation and Valinor Management L.P., severally on behalf of certain funds or accounts for which it is investment manager
10.10(13)		Amendment No. 1 to Registration Rights Agreement, effective as of December 7, 2018, by and between NextDecade Corporation and Bardin Hill Investment Partners LP (formerly Halcyon Capital Management LP), on behalf of the accounts it manages
10.11(14) †		Amendment No. 1 to Employment Agreement, effective January 1, 2019, by and between NextDecade Corporation and Matthew K. Schatzman
10.12(15)+		Lease Agreement, made and entered into March 6, 2019, by and between Brownsville Navigation District of Cameron County, Texas and Rio Grande LNG, LLC
10.13(16)+		Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility by and between Rio Grande LNG, LLC as Owner and Bechtel Oil, Gas and Chemicals, Inc. as Contractor, dated as of May 24, 2019
10.14(17)+		Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility by and between Rio Grande LNG, LLC as Owner and Bechtel Oil, Gas and Chemicals, Inc. as Contractor, dated as of May 24, 2019
10.15(18)†		Form of Non-Affiliate Director Restricted Stock Award Agreement
10.16(19)		Purchaser Rights Agreement, dated October 28, 2019, by and between NextDecade Corporation and Ninteenth Investment Company
10.17(20)		Registration Rights Agreement, dated October 28, 2019, by and between NextDecade Corporation and Ninteenth Investment Company
10.18(21)†		Director Compensation Policy
10.19(22)+		Omnibus Agreement, entered into as of February 13, 2020, between NextDecade LNG, LLC and Spectra Energy Transmission II, LLC.
10.20(23)+		Precedent Agreement for Firm Natural Gas Transportation Service, made and entered into as of March 2, 2020, by and between Rio Grande LNG Gas Supply LLC and Rio Bravo Pipeline Company, LLC.
10.21(24)+		Precedent Agreement for Natural Gas Transportation Service, made and entered into as of March 2, 2020, by and between Rio Grande LNG Gas Supply LLC and Valley Crossing Pipeline, LLC.
10.22(25)		First Amendment to Lease Agreement, made and entered into as of April 30, 2020, by and between Brownsville Navigation District of Cameron County, Texas and Rio Grande LNG, LLC.
10.23(26)+		First Amendment to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of April 22, 2020, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc.
10.24(27)+		First Amendment to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of April 22, 2020, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc.
10.25(28)		Second Amendment to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of October 5, 2020, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc.
10.26(29)		Second Amendment to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of October 5, 2020, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc.
10.27(30) †		Amendment No. 2 to Employment Agreement, dated June 2, 2021, by and between NextDecade Corporation and Matthew K. Schatzman
10.28(31)		Third Amendment to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of March 5, 2021, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc.
10.29(32)		Third Amendment to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of March 5, 2021, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc.
10.30(33)		Form of Series C Convertible Preferred Stock Purchase Agreement, dated as of March 17, 2021
10.31(34)		Form of Registration Rights Agreement for purchasers of Series C Preferred Stock
10.32(35) †		Form of time-based restricted stock unit agreement
10.33(36) †		Form of performance-based restricted stock unit agreement
10.34(37)		Second Amendment to Lease Agreement by and between Brownsville Navigation District of Cameron County, Texas, and Rio Grande LNG, LLC, dated April 20, 2022.
10.35(38)		Fourth Amendment to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of April 29, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.
10.36(39)		Fourth Amendment to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of April 29, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.
10.37(40)		Registration Rights Agreement, dated as of April 6, 2022, by and between the Company and HGC NEXT INV LLC
10.38(41) †		Amendment of the NextDecade 2017 Omnibus Incentive Compensation Plan, approved at June 15, 2021 annual stockholder meeting
10.38(42) †		Amendment of the NextDecade 2017 Omnibus Incentive Compensation Plan, approved at June 22, 2022 annual stockholder meeting

10.39(43)		Common Stock Purchase Agreement, dated as of September 14, 2022, by and between the Company and the purchasers party thereto
10.40(44)		Registration Rights Agreement, dated as of September 19, 2022, by and between the Company and the purchasers party thereto
5.1**		Opinion of K&L Gates LLP
21.1(45)		Subsidiaries of the Company
23.1**		Consent of Grant Thornton LLP
23.2**		Consent of K&L Gates LLP (included in Exhibit 5.1)
24.1**		Power of Attorney (included on the signature page to this Registration Statement)
107**		Filing Fee Table

*		To be filed, if necessary, after effectiveness of this registration statement by an amendment to the Registration Statement or incorporated by reference from documents filed or to be filed with the SEC under the Exchange Act.
**		Filed herewith.
†		Indicates management contract or compensatory plan.
+		Certain portions of this exhibit have been omitted.
(1)		Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed July 28, 2017.
(2)		Incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1, filed June 24, 2022.
(3)		Incorporated by reference to Exhibit 4.2 of Amendment No. 2 to the Registrant’s Registration Statement on Form S-1, filed October 10, 2014.
(4)		Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed September 11, 2017.
(5)		Incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8, filed December 15, 2017.
(6)		Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed December 20, 2017.
(7)		Incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K, filed August 7, 2018.
(8)		Incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K, filed August 7, 2018.
(9)		Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed August 24, 2018.
(10)		Incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K, filed August 24, 2018.
(11)		Incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K, filed March 6, 2019.
(12)		Incorporated by reference to Exhibit 10.29 of the Company’s Annual Report on Form 10-K, filed March 6, 2019.
(13)		Incorporated by reference to Exhibit 10.30 of the Company’s Annual Report on Form 10-K, filed March 6, 2019.
(14)		Incorporated by reference to Exhibit 10.31 of the Company’s Annual Report on Form 10-K, filed March 6, 2019.
(15)		Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed May 7, 2019.
(16)		Incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q, filed August 6, 2019.
(17)		Incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q, filed August 6, 2019.
(18)		Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed November 5, 2019.
(19)		Incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K, filed March 3, 2020.
(20)		Incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K, filed March 3, 2020.
(21)		Incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K, filed March 3, 2020.
(22)		Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed May 18, 2020.
(23)		Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed May 18, 2020.
(24)		Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q, filed May 18, 2020.
(25)		Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed May 4, 2020.
(26)		Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed August 6, 2020.
(27)		Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q, filed August 6, 2020.
(28)		Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed November 4, 2020.
(29)		Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed November 4, 2020.
(30)		Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed August 2, 2021.
(31)		Incorporated by reference to Exhibit 10.35 of the Company’s Annual Report on Form 10-K filed March 25, 2021.
(32)		Incorporated by reference to Exhibit 10.36 of the Company’s Annual Report on Form 10-K filed March 25, 2021.
(33)		Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed March 18, 2021.
(34)		Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed March 18, 2021.
(35)		Incorporated by reference to Exhibit 10.32 of the Company’s Form 10-K, filed March 28, 2022.
(36) (37) (38)		Incorporated by reference to Exhibit 10.33 of the Company’s Form 10-K, filed March 28, 2022. Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q, filed August 31, 2022. Incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q, filed August 31, 2022.
(39)		Incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q, filed August 31, 2022.
(40)		Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed April 7, 2022.
(41)		Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed June 16, 2021.
(42)		Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed June 22, 2022.
(43) (44) (45)		Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed September 19, 2022. Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed September 19, 2022. Incorporated by reference to Exhibit 21.1 of the Company’s Form 10-K, filed March 28, 2022.

	NEXTDECADE CORPORATION

	By:	/s/ Brent Wahl
		Brent Wahl Chief Financial Officer

Name		Title

/s/ Matthew Schatzman		Chairman of the Board and Chief Executive Officer
Matthew Schatzman		(Principal Executive Officer)

/s/ Brent Wahl		Chief Financial Officer
Brent Wahl		(Principal Financial Officer)

/s/ Eric Garcia		Senior Vice President and Chief Accounting Officer
Eric Garcia		(Principal Accounting Officer)

/s/ Giovanni Oddo		Director
Giovanni Oddo

/s/ Brian Belke		Director
Brian Belke

/s/ Frank Chapman		Director
Frank Chapman

/s/ Seokwon Ha		Director
Seokwon Ha

/s/ Avinash Kripalani		Director
Avinash Kripalani

/s/ Edward Andrew Scoggins, Jr.		Director
Edward Andrew Scoggins, Jr.

/s/ William Vrattos		Director
William Vrattos

/s/ Spencer Wells		Director
Spencer Wells

SEC Form S-1 filed by NextDecade Corporation