SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Hanwha Aerospace Co., Ltd. (Last) (First) (Middle) 1204, CHANGWON-DAERO, SEONGSAN-GU (Street) CHANGWON-SI, GYEONGSANGNAM-DO M5 51542 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/13/2024	3. Issuer Name and Ticker or Trading Symbol NextDecade Corp. [ NEXT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,690,914(1)	D(2)(3)
Common Stock	11,690,914(1)	D(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Hanwha Aerospace Co., Ltd. (Last) (First) (Middle) 1204, CHANGWON-DAERO, SEONGSAN-GU (Street) CHANGWON-SI, GYEONGSANGNAM-DO M5 51542 (City) (State) (Zip)

1. Name and Address of Reporting Person* Hanwha Ocean USA International LLC (Last) (First) (Middle) 5051 WESTHEIMER RD. GALLERIA TOWER II, SUITE 1400 (Street) HOUSTON TX 77056 (City) (State) (Zip)

1. Name and Address of Reporting Person* Hanwha Ocean USA Holdings Corp. (Last) (First) (Middle) 5051 WESTHEIMER RD. GALLERIA TOWER II, SUITE 1400 (Street) HOUSTON TX 77056 (City) (State) (Zip)

1. Name and Address of Reporting Person* Hanwha Ocean Co., Ltd. (Last) (First) (Middle) 3370, GEOJE-DAERO (Street) GEOJE-SI, GYEONGSANGNAM-DO M5 53302 (City) (State) (Zip)

Explanation of Responses:

1. Includes shares of common stock (the "Common Stock"), par value $0.0001 per share, of NextDecade Corporation, a Delaware corporation, that both Hanwha Aerospace Co., Ltd. ("Hanwha Aerospace"), a corporation organized under the laws of the Republic of Korea, and Hanwha Ocean USA International LLC ("Hanwha Ocean LLC"), a Delaware limited liability company, agreed to purchase pursuant to the secondary block trade agreement, dated June 13, 2024, by and among Hanwha Aerospace and the sellers party thereto (the "Sellers"), and the secondary block trade agreement, dated June 13, 2024, by and among Hanwha Ocean LLC and the Sellers, respectively, as more fully described in the Amendment No. 2 to the Schedule 13D filed by HGC NEXT INV LLC ("HGC"), a Delaware limited liability company, on June 17, 2024.

2. Reflects securities to be held directly by Hanwha Aerospace.

3. This filing shall not be deemed an admission that the reporting persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, or are subject to Section 16 of the Exchange Act, and each of the reporting persons disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein.

4. Reflects securities to be held directly by Hanwha Ocean LLC. Hanwha Ocean USA Holdings Corp. ("Hanwha Ocean Corp."), a Delaware corporation, is the sole member of Hanwha Ocean LLC, and Hanwha Ocean Co., Ltd., a corporation organized under the laws of the Republic of Korea, is the sole shareholder of Hanwha Ocean Corp.

Remarks:

The reporting persons, together with the entities identified on HGC's Form 3 filed July 24, 2023, may be deemed members of a "group" (as such term is used in Section 13(d) of the Exchange Act and the rules promulgated thereunder) that beneficially own more than 10% of the outstanding shares of Common Stock. Each of the reporting persons disclaims membership in any such group.

	Hanwha Aerospace Co., Ltd. By: /s/ Jaeil Son Title: Chief Executive Officer	06/21/2024
	Hanwha Ocean USA International LLC By: /s/ Sukwon Lee Title: Chief Executive Officer	06/21/2024
	Hanwha Ocean USA Holdings Corp. By: /s/ Sukwon Lee Title: Chief Executive Officer	06/21/2024
	Hanwha Ocean Co., Ltd. By: /s/ Duhyoung Ryoo Title: President	06/21/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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