Filing Details

*	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.

 

 

This Amendment No. 2 (“Amendment No. 2”) 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. 1”) (as amended, the “Schedule 13D”). This Amendment No. 2 represents an initial Schedule 13D filing for Hanwha Aerospace Co., Ltd., Hanwha Ocean USA International LLC, Hanwha Ocean USA Holdings Corp. and Hanwha Ocean Co., Ltd. (the “New Reporting Persons). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.

Item 1 of this Schedule 13D is hereby amended and restated as follows:

This statement on Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, $0.0001 par value per share (“Common Stock”) of NextDecade Corporation, a corporation formed under the laws of the State of Delaware (the “Issuer”), whose principal executive offices are located at 1000 Louisiana Street, Suite 3300, Houston, Texas 77002.

Item 2 of this Schedule 13D is hereby amended and restated as follows:

Each of HIP and HIG may be deemed to have voting and investment power over the Common Stock beneficially owned by HGC. Each of Hanwha Ocean Corp. and Hanwha Ocean may be deemed to have voting and investment power over the Common Stock beneficially owned by Hanwha Ocean LLC.

Set forth on Annex A attached hereto is a listing of the directors and executive officers of each of the Reporting Persons (collectively, the “Covered Persons”), and the business address and present principal occupation or employment of each of the Covered Persons, and is incorporated herein by reference. Except as otherwise designated in Annex A, each of the Covered Persons is a citizen of the United States of America. Except as otherwise disclosed herein, none of the Covered Persons beneficially own Common Stock.

The filing of this statement should not be construed to be an admission that the Reporting Persons are members of a “group” for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. The filing of this statement should not be construed as an admission that any New Reporting Person is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of the shares of Common Stock reported herein.

(d)

Except as set forth on Annex B attached hereto, none of the Reporting Persons, nor, to the best of their knowledge, any of their Covered Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 of this Schedule 13D is hereby supplemented by the following:

Pursuant to the secondary block trade agreement (the “Hanwha Ocean Block Trade Agreement”), dated June 13, 2024, by and among Hanwha Ocean LLC and the sellers party thereto (the “Sellers”), and the secondary block trade agreement (the “Hanwha Aerospace Block Trade Agreement” and, together with the Hanwha Ocean Block Trade Agreement, the “Block Trade Agreements”), dated June 13, 2024, by and among Hanwha Aerospace and the Sellers, Hanwha Ocean LLC and Hanwha Aerospace agreed to purchase up to 35,072,737 shares of Common Stock, in each case pursuant to the terms and conditions of the applicable Block Trade Agreement. The purchase of the Common Stock by both Hanwha Ocean LLC and Hanwha Aerospace pursuant to the Block Trade Agreements is expected to close within two business days of the HSR Clearance Date (as defined in each of the Block Trade Agreements).

The shares of Common Stock that Hanwha Ocean LLC agreed to purchase pursuant to the Hanwha Ocean Block Trade Agreement will be paid for with the working capital of Hanwha Ocean. The shares of Common Stock that Hanwha Aerospace agreed to purchase pursuant to the Hanwha Aerospace Block Trade Agreement will be paid for with the working capital of Hanwha Aerospace.

References to, and descriptions of, the Hanwha Ocean Block Trade Agreement and the Hanwha Aerospace Block Trade Agreement set forth herein are not intended to be complete and are qualified in their entirety by reference to the text of such agreements, which are attached hereto as Exhibit 99.2 and 99.3, respectively.

Item 4 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.

Items (a) – (c) of this Schedule 13D are hereby amended and restated as follows:

(a) – (b) Calculations of the percentage of Common Stock beneficially owned are based on an aggregate of 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.

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 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.

Item 7 is amended and supplemented as follows:

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: June 17, 2024

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

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

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

Executive Officers and Directors of Hanwha Aerospace Co., Ltd.

Business Address: c/o Hanwha Aerospace Co., Ltd., Hanwha Building, Cheonggyecheon-ro 86, Jung-gu, Seoul, South Korea

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

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

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

LEGAL PROCEEDINGS

On June 21, 2019, the Daejeon District Prosecutor's Office in Daejeon, South Korea issued a fine of 3,000,000 KRW to HMC for violations of the South Korea Act on the Safety Control of Hazardous Substances.

On January 28, 2020, the Daejeon District Prosecutor's Office in Daejeon, South Korea issued a fine of 30,000,000 KRW to HMC as a penalty for a violation of Article 71 of OSHA in 2018.

On February 16, 2021, the Incheon District Court in Incheon, South Korea issued a fine of 5,000,000 KRW to HMC for its failure to obtain export permission from the Ministry of Trade, Industry and Energy for strategic materials in violation of the Customs Act and the South Korea Foreign Trade Act.

On January 20, 2021, the Seoul Central District Prosecutor's Office in Seoul, South Korea issued a fine of 3,000,000 KRW to HMC for violations of import permits for Wood Pellet and Candelilla Wax under the Customs Act, South Korea Act On The Sustainable Use Of Timbers and South Korea Wildlife Protection And Management Act.

On July 5, 2019, the Gwangju District Court in Suncheon, South Korea issued a fine of 13,200,000 KRW to HMC for the import of wood pellets without meeting import conditions under the Customs Act and South Korea Act On The Sustainable Use Of Timbers.

On November 18, 2022, the Daejon District Court in Daejon, South Korea issued a fine of 3,000,000 KRW to HMC for failure to comply with the change of a business permit for hazardous chemicals in violation of Article 28, Paragraph 5 of the South Korea Chemical Substance Control Act.

On February 2, 2023, the Cheongju District Court in Cheongju, South Korea issued a fine of 1,500,000 KRW to HMC for a violation of Article 168, Paragraph 1 of OSHA.

Item 2(d) Legal Proceedings of Hanwha Ocean Co., Ltd.

On March 25, 2022, the Employment and Labor Office in Tongyeong, South Korea issued an order to stop certain operations to Hanwha Ocean for a violation of OSHA resulting from an accidental death caused by a falling object during the replacement of an elevator wire.

On May 2, 2022, the Geoje Fire Station in Geoje, South Korea issued fines to Hanwha Ocean of (i) 800,000 KRW for a discrepancy between the firefighting facility self-inspection date and the result report inspection date in violation of OSHA, and (ii) 1,000,000 KRW for failure to keep inspection records for indoor storage of dangerous goods in violation of OSHA.

On September 5, 2022, the Employment and Labor Office in Tongyeong, South Korea issued a fine of 23,760,000 KRW resulting from corrective orders during safety and health supervision in violation of OSHA.

On June 23, 2023, the Korea Exchange issued a fine of 8,000,000 KRW to Hanwha Ocean for failure to make certain required disclosures.