TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo May 16, 2023 Matthew Schatzman Chief Executive Officer NextDecade Corp. 1000 Louisiana Street, Suite 3900 Houston, Texas 77002 Re: NextDecade Corp. Registration Statement on Form S-3 Filed May 9, 2023 File No. 333-271775 Dear Matthew Schatzman: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Claudia Rios, Staff Attorney, at (202) 551-8770 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Ryan Maierson, Esq.