NextDecade Corp — Registration Form 2017

Aug 31, 2017

S-3/A 1 fs32017a1_nextdecade.htm AMENDMENT TO FORM S-3

As filed with the Securities and Exchange Commission on August 31, 2017

No. 333-220263

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Pre-Effective Amendment No. 1

To

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NextDecade Corporation

(Exact name of registrant as specified in its charter)

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Delaware	46-5723951
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3 Waterway Square Place, Suite 400 The Woodlands, Texas 77380 (713) 574-1880
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)

Krysta De Lima, General Counsel NextDecade Corporation 3 Waterway Square Place, Suite 400 The Woodlands, Texas 77380 (713) 574-1880
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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| Copies to: Jeffery K. Malonson King & Spalding LLP 1100 Louisiana, Suite 4000 Houston, Texas 77002 (713) 751-3200 Carrie A. Ratliff King & Spalding LLP 1180 Peachtree Street Atlanta, Georgia 30309 (404) 572-4600 |
| --- |
| Approximate date of commencement of proposed
sale to the public: From time to time after this Registration Statement
becomes effective. |

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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 ☐	Smaller Reporting Company ☐
(Do not check if a 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 13(a) of the Exchange Act. ☐

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CALCULATION OF REGISTRATION FEE

| Title of Each
Class of Securities to be Registered | | Proposed Maximum Offering Price Per Share(3) | Proposed Maximum Aggregate Offering Price | | Amount of Registration Fee(4) |
| --- | --- | --- | --- | --- | --- |
| Shares of Common
Stock, $0.0001 par value per share | 142,279,057 | $ 9.6218 | $ 1,368,980,631 | (2) | $ (5) |

| (1) | In accordance with 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) 103,123,858 shares of Common Stock, par value $0.0001 per share, of
the Registrant (“Common Stock”) registered for resale by the Selling Stockholders named in this registration statement,
(ii) up to 12,081,895 shares of Common Stock issuable upon the exercise of warrants
issued in the Registrant’s initial public offering (the “Warrants”) (iii) up to 19,573,304
shares of Common Stock issuable to certain of our Selling Stockholders upon the Company’s achieving certain milestones (the
“Contingent Shares”) and (iv) up to 7,500,000 restricted shares of Common Stock issuable to certain of our Selling
Stockholders upon the Company’s achieving certain milestones (the “Restricted Stock”). |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on
the average of the high and low prices of the Common Stock on The Nasdaq Capital Market (“Nasdaq”) on August 28 ,
2017. |
| (4) | Calculated by multiplying the estimated aggregate offering price of the securities being registered by 0.0001159. |
| (5) | Fees have already been paid during previous filing of registration statement on Form S-3
dated August 30, 2017, Registration No. 333-220263. |

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.

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EXPLANATORY NOTE

NextDecade Corporation (“NextDecade” or “Company”) is hereby filing this Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-220263), originally filed on August 30, 2017 (the “Registration Statement”), to include the statement on the facing page regarding delaying amendments. Accordingly, this Pre-Effective Amendment No. 1 consists only of the facing page, this explanatory note, the signature pages to the Registration Statement, and the Consent filed herewith as Exhibit 23.1. The prospectus and Part II of the Registration Statement are unchanged and have been omitted.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Pre-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, State of Texas, on August 31, 2017.

NEXTDECADE CORPORATION
By:	/s/
Benjamin Atkins
	Benjamin Atkins
	Chief Financial Officer

Pursuant to the requirements of the Securities Act, this Pre-Effective Amendment No. 1 to the registration statement has been signed by the following persons on August 31, 2017 in the capacities indicated.

Name
/s/ Kathleen Eisbrenner	Chief Executive Officer (Principal Executive Officer)
Kathleen Eisbrenner	and Director
/s/ Benjamin Atkins	Chief Financial Officer (Principal Financial Officer)
Benjamin Atkins
/s/ Eric Garcia	Chief Accounting Officer (Principal Accounting Officer)
Eric Garcia
*	Director
Brian Belke
*	Director
Matthew Bonanno
*	Director
David Gallo
*	Director
Avinash Kripalani
*	Director
David Magid
*	Director
Eric S. Rosenfeld
*	Director
David D. Sgro
*	Director
René van Vliet
*	Director
William Vrattos
*	Director
Spencer Wells
*By:	/s/ Krysta De Lima
	Krysta De Lima
	Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number		Description
1.1	*	Form of Underwriting Agreement
2.1	(1)	Agreement and Plan of Merger, dated as of April 17, 2017 by and among Harmony Merger Corp., Harmony Merger Sub, LLC, York Credit Opportunities Investments Master Fund, L.P., York Multi-Strategy Master Fund, L.P., York Select Master Fund, L.P., York Global Finance 43, LLC, Valinor Management, L.P., Valinor Capital Partners SPV XXI, LLC, Halcyon Capital Management LP, Halcyon Energy, Power, and Infrastructure Capital Fund Offshore LLC, Halcyon Energy, Power, and Infrastructure Capital Holdings Offshore LLC, Halcyon Energy, Power, and Infrastructure Capital Fund LP, and NextDecade, LLC
3.1	(2)	Second Amended and Restated Certificate of Incorporation, dated July 24, 2017
3.2	(2)	Bylaws, dated July 24, 2017
4.1	(3)	Specimen common share certificate
5.1	***	Opinion of King & Spalding LLP
23.1	**	Consent of Marcum LLP
23.4	** *	Consent of King & Spalding LLP (included in Exhibit 5.1)
24.1	***	Power of Attorney (included on the signature page to this Registration Statement)

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• 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.

(1) Incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed April 18, 2017.

(2) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed July 28, 2017.

(3) Incorporated by reference to Exhibit 4.2 of the Amendment No. 2 to the Registrant’s Registration Statement on Form S-1, filed October 10, 2014.

** Filed herewith.

*** Previously filed.

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