Securities Registration Statement (simplified Form) (s-3/a)

As filed with the Securities and Exchange Commission on July 22, 2021

No. 333-257923

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NextDecade Corporation

(Exact name of registrant as specified in its charter)

Delaware		46-5723951
(State or other jurisdiction of incorporation or organization)		(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

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 the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Securities to be Registered

Amount to be Registered⁽¹⁾⁽²⁾

Proposed

Maximum

Offering Price

Per Unit⁽³⁾

Proposed Maximum Aggregate

Offering Price

Amount of

Registration

Fee⁽⁴⁾

Common Stock, $0.0001 par value per share

14,594,379

3.54

51,664,101.66

5,636.55

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover an indeterminate number of additional shares to be offered or issued from stock splits, stock dividends or similar transactions with respect to the shares being registered.

(2)	Includes (i) 11,875,669 shares of common stock, par value $0.0001 per share (the “Common Stock”), that are issuable upon conversion of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”); (ii) an estimated 814,692 shares of Common Stock that are issuable upon exercise of the warrants that were issued with the Series C Preferred Stock; and (iii) an estimated 1,904,018 shares of Common Stock that may be issuable upon conversion of the shares of Series C Preferred Stock made as dividend payments.

(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices per share of Common Stock as reported on the Nasdaq Capital Market on July 8, 2021, a date within five business days prior to the filing of this registration statement.

(4)	Previously paid.

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.

EXPLANATORY NOTE

NextDecade Corporation (the “Company”) is filing this Pre-Effective Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form S-3 (Registration No. 333-257923), originally filed on July 15, 2021 (the “Registration Statement”), to amend the disclosures in the Calculation of Registration Fee Table appearing on the facing page of the Registration Statement. This Amendment No. 1 consists only of the facing page, this explanatory note, and the signature page to the Registration Statement. No changes or additions are being made hereby to the preliminary prospectus constituting Part I of the Registration Statement or to Part II of the Registration Statement. Accordingly, the preliminary prospectus constituting Part I of the Registration Statement and Part II of the Registration Statement have been omitted.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 22, 2021.

	NEXTDECADE CORPORATION

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

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities set forth opposite their names and on July 22, 2021.

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		Vice President and Chief Accounting Officer
Eric Garcia		(Principal Accounting Officer)

*		Director
Khalifa Abdulla Al Romaithi

*		Director
Brian Belke

*		Director
Frank Chapman

*		Director
Taewon Jun

*		Director
Avinash Kripalani

*		Director
Edward Andrew Scoggins, Jr.

*		Director
William Vrattos

*		Director
Spencer Wells

Vera de Gyarfas hereby signs this Amendment No. 1 on behalf of each of the indicated persons for whom she is attorney-in-fact on July 22, 2021 pursuant to a power of attorney filed with the Registration Statement.