|
|
|
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
|
