Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
NextDecade Corporation (Name of Issuer) |
Common Stock, $0.0001 Par Value (Title of Class of Securities) |
65342K105 (CUSIP Number) |
Shawn Kim 280 Park Avenue, 23rd Floor East Tower New York, NY, 10017 (929) 415-4433 Copies to Eric C. Otness, Esq. Skadden, Arps, Slate, Meagher & Flom LLP, 1000 Louisiana, Suite 6800 Houston, TX, 77002-5026 (713) 655-5100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/09/2025 (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 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).
SCHEDULE 13D
|
| CUSIP No. | 65342K105 |
| 1 |
Name of reporting person
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 Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,410,842.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The percentage calculation is based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 65342K105 |
| 1 |
Name of reporting person
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 Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,410,842.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The percentage calculation is based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 65342K105 |
| 1 |
Name of reporting person
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
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,410,842.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The percentage calculation is based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 65342K105 |
| 1 |
Name of reporting person
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
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,620,222.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The percentage calculation is based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 65342K105 |
| 1 |
Name of reporting person
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 Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,536,369.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The percentage calculation is based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 65342K105 |
| 1 |
Name of reporting person
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 Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,536,369.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percentage calculation in Row 13 is based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025.
SCHEDULE 13D
|
| CUSIP No. | 65342K105 |
| 1 |
Name of reporting person
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
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,536,369.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The percentage calculation is based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 Par Value | |
| (b) | Name of Issuer:
NextDecade Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
1000 Louisiana Street, Suite 3300, Houston,
TEXAS
, 77002. | |
Item 1 Comment:
This Amendment No. 5 ("Amendment No. 5") 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, Amendment No. 2 thereto on June 17, 2024, Amendment No. 3 thereto on July 31, 2024 and Amendment No. 4 thereto on November 20, 2025 (as amended, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings ascribed to them in the Schedule 13D. | ||
| 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 4,373,970 shares of Common Stock by Hanwha Aerospace Co., Ltd. for an aggregate purchase price of $25,957,759.63 in open market transactions from November 21, 2025 to December 11, 2025 with funds drawn from the working capital of Hanwha Aerospace Co., Ltd. | ||
| 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 | |
| (a) | (a) Item (a) of this Schedule 13D are hereby amended and restated as follows: Calculations of the percentages of Common Stock beneficially owned are based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025. The aggregate number and percentage of the Common Stock beneficially owned by each of the Reporting Persons are set forth on row 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. | |
| (b) | (b) Item (b) of this Schedule 13D are hereby amended and restated as follows: The aggregate number and percentage of the Common Stock for each of the Reporting Persons 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 10 of the cover pages of this Schedule 13D and are incorporated herein by reference. | |
| (c) | (c) Item (c) of this Schedule 13D are hereby amended and restated as follows: Hanwha Aerospace Co., Ltd. effected the following purchases with respect to the Common Stock during the past sixty days, all of which were open market purchases: * As previously reported, 591,837 shares at a VWAP of $6.0685 on November 11, 2025; 460,334 shares at a VWAP of $6.0826 on November 13, 2025; 244,330 shares at a VWAP of $6.0886 on November 14, 2025; 295,875 shares at a VWAP of $5.8683 on November 17, 2025; 462,576 shares at a VWAP of $5.9247 on November 18, 2025; 305,973 shares at a VWAP of $6.0362 on November 19, 2025 and 347,630 shares at a VWAP of $6.0205 on November 20, 2025. * Since the date of the prior amendment to this Schedule 13D, 419,477 shares at a VWAP of $5.7275 on November 21, 2025; 445,109 shares at a VWAP of $5.5937 on November 24, 2025; 285,502 shares at a VWAP of $5.7280 on November 25, 2025; 175,142 shares at a VWAP of $5.9536 on November 26, 2025; 111,084 shares at a VWAP of $6.1189 on November 28, 2025; 205,160 shares at a VWAP of $6.0545 on December 1, 2025; 310,964 shares at a VWAP of $5.9315 on December 2, 2025; 241,946 shares at a VWAP of $6.0373 on December 3, 2025; 243,959 shares at a VWAP of $6.1943 on December 4, 2025; 151,058 shares at a VWAP of $6.2136 on December 5, 2025; 39,467 shares at a VWAP of $6.2581 on December 8, 2025; 293,131 shares at a VWAP of $6.3597 on December 9, 2025; 600,000 shares at a VWAP of $6.0520 on December 10, 2025 and 851,971 shares at a VWAP of $5.8313 on December 11, 2025. Except as set forth above, 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 amended and supplemented as follows: The information in Item 3 of this Schedule 13D is incorporated herein by reference. | ||
| SIGNATURE | |
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.
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