UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to

Commission File No. 001-36842

NEXTDECADE CORPORATION

(Exact name of registrant as specified in its charter)

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

1000 Louisiana Street, Suite 3900, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(713) 574-1880

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, $0.0001 par value	NEXT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☐	Accelerated filer	☐
Non-accelerated filer	☒	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.    ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

As of August 10, 2023 the issuer had 241,428,210 shares of common stock outstanding.

NEXTDECADE CORPORATION

FORM 10-Q FOR THE QUARTER ENDED June 30, 2023

TABLE OF CONTENTS

	Page
Organizational Structure
Part I. Financial Information	2
Item 1. Consolidated Financial Statements	2
Consolidated Balance Sheets	2
Consolidated Statements of Operations	3
Consolidated Statements of Stockholders’ Equity and Convertible Preferred Stock	4
Consolidated Statements of Cash Flows	6
Notes to Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	22
Item 4. Controls and Procedures	22
Part II. Other Information	23
Item 1. Legal Proceedings	23
Item 1A. Risk Factors	23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3. Defaults Upon Senior Securities	25
Item 4. Mine Safety Disclosures	25
Item 5. Other Information	25
Item 6. Exhibits	26
Signatures	27

Organizational Structure

The following diagram depicts our abbreviated organizational structure with references to the names of certain entities discussed in this Quarterly Report on Form 10-Q.  

Unless the context requires otherwise, references to “NextDecade,” the “Company,” “we,” “us” and “our” refer to NextDecade Corporation (NASDAQ: NEXT) and its consolidated subsidiaries, and references to “Rio Grande” refer to Rio Grande LNG, LLC and its subsidiaries.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

NextDecade Corporation

Consolidated Balance Sheets

(in thousands, except per share data)

(unaudited)

	June 30,			December 31,
	2023			2022
Assets
Current assets
Cash and cash equivalents	$	40,012		$	62,789
Prepaid expenses and other current assets		13,328			1,149
Total current assets		53,340			63,938
Property, plant and equipment, net		266,427			218,646
Operating lease right-of-use assets, net		951			1,474
Other non-current assets, net		32,068			28,372
Total assets	$	352,786		$	312,430
Liabilities, Convertible Preferred Stock and Stockholders’ Equity
Current liabilities
Accounts payable	$	12,815		$	1,084
Accrued liabilities and other current liabilities		19,762			23,184
Current common stock warrant liabilities		8,702			—
Current derivative liability		3,395			—
Current operating lease liabilities		634			1,093
Total current liabilities		45,308			25,361
Non-current common stock warrant liabilities		3,910			6,790
Non-current operating lease liabilities		331			465
Non-current derivative liability		84,055			—
Other non-current liabilities		23,000			23,000
Total liabilities		156,604			55,616
Commitments and contingencies (Note 13)
Series A Convertible Preferred Stock, $1,000 per share liquidation preference; Issued and outstanding: 87,978 shares and 82,948 shares at June 30, 2023 and December 31, 2022, respectively		78,056			73,026
Series B Convertible Preferred Stock, $1,000 per share liquidation preference ; Issued and outstanding: 84,037 shares and 79,239 shares at June 30, 2023 and December 31, 2022, respectively		78,206			73,408
Series C Convertible Preferred Stock, $1,000 per share liquidation preference; Issued and outstanding: 62,959 shares and 59,366 shares at June 30, 2023 and December 31, 2022, respectively		59,602			56,009
Stockholders’ equity (deficit)
Common stock, $0.0001 par value Authorized: 480.0 million shares at June 30, 2023 and December 31, 2022; Issued and outstanding: 157.5 million shares and 143.5 million shares at June 30, 2023 and December 31, 2022, respectively		16			14
Treasury stock: 1,003,174 shares and 991,089 shares at June 30, 2023 and December 31, 2022, respectively, at cost		(4,657	)		(4,587	)
Preferred stock, $0.0001 par value Authorized: 0.5 million, after designation of the Convertible Preferred Stock Issued and outstanding: none at June 30, 2023 and December 31, 2022		—			—
Additional paid-in-capital		362,735			289,084
Accumulated deficit		(377,776	)		(230,140	)
Total stockholders’ equity (deficit)		(19,682	)		54,371
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$	352,786		$	312,430

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2

NextDecade Corporation

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Revenues	$	—		$	—		$	—		$	—
Operating expenses
General and administrative expense		26,795			11,293			53,067			14,616
Development expense, net		418			1,193			882			2,738
Lease expense		325			290			662			509
Depreciation expense		38			42			75			89
Total operating expenses		27,576			12,818			54,686			17,952
Total operating loss		(27,576	)		(12,818	)		(54,686	)		(17,952	)
Other income (expense)
(Loss) gain on common stock warrant liabilities		(5,455	)		1,886			(5,822	)		(4,418	)
Derivative loss		(87,450	)		—			(87,450	)		—
Other, net		192			20			322			21
Total other expense		(92,713	)		1,906			(92,950	)		(4,397	)
Net loss attributable to NextDecade Corporation		(120,289	)		(10,912	)		(147,636	)		(22,349	)
Preferred stock dividends		(6,754	)		(5,774	)		(13,454	)		(11,529	)
Net loss attributable to common stockholders	$	(127,043	)	$	(16,686	)	$	(161,090	)	$	(33,878	)
Net loss per common share - basic and diluted	$	(0.84	)	$	(0.13	)	$	(1.08	)	$	(0.27	)
Weighted average shares outstanding - basic and diluted		150,933			126,314			148,943			123,835

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

NextDecade Corporation

Consolidated Statement of Stockholders’ Equity and Convertible Preferred Stock

(in thousands)

(unaudited)

	For the Three Months Ended June 30, 2023
		Common Stock					Treasury Stock											Total			Series A		Series B		Series C
				Par							Additional						Stockholders’			Convertible		Convertible		Convertible
				Value							Paid-in			Accumulated			Equity			Preferred		Preferred		Preferred
	Shares			Amount		Shares		Amount			Capital			Deficit			(Deficit)			Stock		Stock		Stock
Balance at March 31, 2023		149,431		$	15		1,000	$	(4,634	)	$	318,942		$	(257,487	)	$	56,836		$	75,532	$	75,798	$	57,799
Share-based compensation		—			—		—		—			10,561			—			10,561			—		—		—
Restricted stock vesting		40			—		—		—			—			—			—			—		—		—
Shares repurchased related to share-based compensation		(3	)		—		3		(23	)		—			—			(23	)		—		—		—
Issuance of common stock, net		8,026			1		—		—			39,986			—			39,987			—		—		—
Preferred stock dividends		—			—		—		—			(6,754	)		—			(6,754	)		2,524		2,408		1,803
Net income		—			—		—		—			—			(120,289	)		(120,289	)		—		—		—
Balance at June 30, 2023		157,494		$	16		1,003	$	(4,657	)	$	362,735		$	(377,776	)	$	(19,682	)	$	78,056	$	78,206	$	59,602

	For the Six Months Ended June 30, 2023
		Common Stock					Treasury Stock											Total			Series A		Series B		Series C
				Par							Additional						Stockholders’			Convertible		Convertible		Convertible
				Value							Paid-in			Accumulated			Equity			Preferred		Preferred		Preferred
	Shares			Amount		Shares		Amount			Capital			Deficit			(Deficit)			Stock		Stock		Stock
Balance at December 31, 2022		143,549		$	14		991	$	(4,587	)	$	289,084		$	(230,140	)	$	54,371		$	73,026	$	73,408	$	56,009
Share-based compensation		—			—		—		—			12,120			—			12,120			—		—		—
Restricted stock vesting		96			—		—		—			—			—			—			—		—		—
Shares repurchased related to share-based compensation		(12	)		—		12		(70	)		—			—			(70	)		—		—		—
Issuance of common stock, net		13,861			2		—		—			74,985			—			74,987			—		—		—
Preferred stock dividends		—			—		—		—			(13,454	)		—			(13,454	)		5,030		4,798		3,593
Net loss		—			—		—		—			—			(147,636	)		(147,636	)		—		—		—
Balance at June 30, 2023		157,494		$	16		1,003	$	(4,657	)	$	362,735		$	(377,776	)	$	(19,682	)	$	78,056	$	78,206	$	59,602

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

	For the Three Months Ended June 30, 2022
	Common Stock					Treasury Stock														Series A		Series B		Series C
				Par							Additional						Total			Convertible		Convertible		Convertible
				Value							Paid-in			Accumulated			Stockholders’			Preferred		Preferred		Preferred
	Shares			Amount		Shares		Amount			Capital			Deficit			Equity			Stock		Stock		Stock
Balance at March 31, 2022		121,554		$	12		541	$	(1,779	)	$	183,138		$	(181,506	)		(135	)	$	66,016	$	66,725	$	51,230
Share-based compensation		—			—		—		—			2,886			—			2,886			—		—		—
Restricted stock vesting		762			—		—		—			—			—			—			—		—		—
Shares repurchased related to share-based compensation		(201	)		—		201		(1,288	)		—			—			(1,288	)		—		—		—
Issuance of Series C Convertible Preferred Stock		4,618			1		—		—			29,935			—			29,936			—		—		—
Exercise of common stock warrants		521			—		—		—			3,564			—			3,564
Preferred stock dividends		—			—		—		—			(5,774	)		—			(5,774	)		2,243		2,138		1,374
Net loss		—			—		—		—			—			(10,912	)		(10,912	)		—		—		—
Balance at June 30, 2022		127,254		$	13		742	$	(3,067	)	$	213,749		$	(192,418	)	$	18,277		$	68,259	$	68,863	$	52,604

	For the Six Months Ended June 30, 2022
	Common Stock					Treasury Stock														Series A		Series B		Series C
				Par							Additional						Total			Convertible		Convertible		Convertible
				Value							Paid-in			Accumulated			Stockholders’			Preferred		Preferred		Preferred
	Shares			Amount		Shares		Amount			Capital			Deficit			Equity			Stock		Stock		Stock
Balance at December 31, 2021		120,838		$	12		346	$	(1,315	)	$	191,264		$	(170,069	)		19,892		$	63,791	$	64,602	$	40,007
Share-based compensation		—			—		—		—			515			—			515			—		—		—
Restricted stock vesting		1,673			—		—		—			—			—			—			—		—		—
Shares repurchased related to share-based compensation		(396	)		—		396		(1,752	)		—			—			(1,752	)		—		—		—
Issuance of common stock, net		4,618			1		—		—			29,935			—			29,936			—		—		—
Exercise of common stock warrants		521			—		—		—			3,564			—			3,564			—		—		—
Issuance of Series C Convertible Preferred Stock		—			—		—		—			—			—			—			—		—		9,836
Preferred stock dividends		—			—		—		—			(11,529	)		—			(11,529	)		4,468		4,261		2,761
Net loss		—			—		—		—			—			(22,349	)		(22,349	)		—		—		—
Balance at June 30, 2022		127,254		$	13		742	$	(3,067	)	$	213,749		$	(192,418	)	$	18,277		$	68,259	$	68,863	$	52,604

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

NextDecade Corporation.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Six Months Ended
	June 30,
	2023			2022
Operating activities:
Net loss attributable to NextDecade Corporation	$	(147,636	)	$	(22,349	)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation		75			89
Share-based compensation expense		12,340			515
Loss on common stock warrant liabilities		5,822			4,418
Derivative loss		87,450			—
Amortization of right-of-use assets		523			330
Amortization of other non-current assets		—			354
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(51	)		(166	)
Accounts payable		309			432
Operating lease liabilities		(593	)		(266	)
Accrued expenses and other liabilities		557			(832	)
Net cash used in operating activities		(41,204	)		(17,475	)
Investing activities:
Acquisition of property, plant and equipment		(52,953	)		(2,602	)
Acquisition of other non-current assets		(3,518	)		(3,608	)
Net cash used in investing activities		(56,471	)		(6,210	)
Financing activities:
Proceeds from sale of Series C Convertible Preferred Stock		—			10,500
Proceeds from sale of common stock		75,000			30,000
Equity issuance costs		—			(76	)
Preferred stock dividends		(32	)		(39	)
Shares repurchased related to share-based compensation		(70	)		(1,752	)
Net cash provided by financing activities		74,898			38,633
Net (decrease) increase in cash and cash equivalents		(22,777	)		14,948
Cash and cash equivalents – beginning of period		62,789			25,552
Cash and cash equivalents – end of period	$	40,012		$	40,500
Non-cash investing activities:
Accounts payable for acquisition of property, plant and equipment	$	7,066		$	777
Accrued liabilities for acquisition of property, plant and equipment		—			1,227
Accrued liabilities for acquisition of other non-current assets		457			—
Non-cash financing activities:
Paid-in-kind dividends on Convertible Preferred Stock		13,421			11,490
Accounts payable for debt and equity issuance costs		4,473			—
Accrued liabilities for debt and equity issuance costs		7,627			9

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

NextDecade Corporation

Notes to Consolidated Financial Statements

(unaudited)

Note 1 — Background and Basis of Presentation

NextDecade Corporation (“we” or the “Company”) engages in development activities related to the liquefaction and sale of liquefied natural gas (“LNG”) and the capture and storage of CO₂ emissions. We have focused our development activities on the Rio Grande LNG terminal facility at the Port of Brownsville in southern Texas (the “Terminal”), a carbon capture and storage project at the Terminal (the “Terminal CCS project”) and other carbon capture and storage projects (“CCS projects”) with third-party industrial source facilities.  

In July 2023, we commenced construction on the first three liquefaction trains and related common facilities (“Phase 1”) of the Terminal following a final investment decision (“FID”) and the closing of project financing by our subsidiary, Rio Grande LNG, LLC (“Rio Grande”). In connection with and subsequent to FID, the Company and Rio Grande entered into a number of transactions that are described in Note 16 – Subsequent Events. These consolidated financial statements and the notes thereto should be read in conjunction with Note 16 – Subsequent Events.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2022. In our opinion, all adjustments, consisting only of normal recurring items, which are considered necessary for a fair presentation of the unaudited consolidated financial statements, have been included. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the operating results for the full year.

Certain reclassifications have been made to conform prior period information to the current presentation.  The reclassifications did not have a material effect on the Company's financial position, results of operations or cash flows.

The Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue for the foreseeable future and, as a result, the Company will require additional capital to fund its operations and execute its business plan. As of June 30, 2023, the Company had $40.0 million in cash and cash equivalents, which may not be sufficient to fund the Company's planned operations and development activities for future phases of the Terminal and CCS projects through one year after the date the consolidated financial statements are issued.  In addition, the Company has a remaining commitment to invest approximately $69.4 million into the construction of Phase 1 of the Terminal following the FID on Phase 1 of the Terminal, which was announced by the Company on July 12, 2023.  As disclosed in Note 10 - Stockholders' Equity, the Company is party to an agreement to sell shares of its common stock for approximately $70 million, subject to the approval of the Company’s stockholders.  Accordingly, there is substantial doubt about the Company's ability to continue as a going concern. The analysis used to determine the Company's ability to continue as a going concern does not include cash sources outside of the Company's direct control that management expects to be available within the next twelve months.

The Company plans to alleviate the going concern issue by obtaining sufficient funding through additional equity, equity-based or debt instruments or any other means and managing certain operating and overhead costs.  The Company's ability to raise additional capital in the equity and debt markets, should the Company choose to do so, is dependent on a number of factors, including, but not limited to, the market demand for the Company's equity or debt securities, which itself is subject to a number of business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are satisfactory to the Company. In the event the Company is unable to obtain sufficient additional funding, there can be no assurance that it will be able to continue as a going concern.

These consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer continue as a going concern.

Note 2 — Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	June 30,		December 31,
	2023		2022
Prepaid subscriptions	$	578	$	423
Prepaid insurance		157		619
Prepaid marketing and sponsorships		246		—
Debt and equity issuance costs		12,088		—
Other		259		107
Total prepaid expenses and other current assets	$	13,328	$	1,149

Note 3 — Sale of Equity Interests in Rio Bravo

On March 2, 2020, NextDecade LLC closed the transactions (the “Closing”) contemplated by that certain Omnibus Agreement, dated February 13, 2020, with Spectra Energy Transmission II, LLC, a wholly owned subsidiary of Enbridge Inc. (“Buyer”), pursuant to which NextDecade LLC sold one hundred percent of the equity interests (the “Equity Interests”) in Rio Bravo Pipeline Company, LLC (“Rio Bravo”) to Buyer for consideration of approximately $19.4 million. Buyer paid $15.0 million of the Purchase Price to NextDecade LLC at the Closing and the remainder will be paid within five business days after the date that Rio Grande has received, after a final positive investment decision, the initial funding of financing for the development, construction and operation of the Terminal. Rio Bravo is developing a proposed interstate natural gas pipeline (the “Pipeline”) to supply natural gas to the Terminal.  In connection with the Closing, Rio Grande LNG Gas Supply LLC, an indirect wholly-owned subsidiary of the Company (“Rio Grande Gas Supply”), entered into (i) a Precedent Agreement for Firm Natural Gas Transportation Service for the Rio Bravo Pipeline (the “RBPL Precedent Agreement”) with Rio Bravo and (ii) a Precedent Agreement for Natural Gas Transportation Service (the “VCP Precedent Agreement”) with Valley Crossing Pipeline, LLC (“VCP”). VCP and, as of the Closing, Rio Bravo are wholly owned subsidiaries of Enbridge Inc. The Valley Crossing Pipeline is owned and operated by VCP.

7

 

Pursuant to the RBPL Precedent Agreement, Rio Bravo agreed to provide Rio Grande Gas Supply with firm natural gas transportation services on the Pipeline in a quantity sufficient to match the full operational capacity of each proposed liquefaction train of the Terminal. Under the RBPL Precedent Agreement, in consideration for the provision of such firm transportation services, Rio Bravo will be remunerated on a dollar-per-dekatherm, take-or-pay basis, subject to certain adjustments, over a term of at least twenty years, all in compliance with the federal and state authorizations associated with the Pipeline.

Pursuant to the VCP Precedent Agreement, VCP agreed to provide Rio Grande Gas Supply with natural gas transportation services on the Valley Crossing Pipeline in a quantity sufficient to match the commissioning requirements of each proposed liquefaction train of the Terminal. VCP’s obligation to construct, install, own, operate and maintain the necessary interconnection to the Terminal and the Pipeline is conditioned on its receipt, no later than December 31, 2024, of notice that Rio Grande Gas Supply or its affiliate has issued a full notice to proceed to the EPC Contractor for the construction of the Terminal. VCP will be responsible, at its sole cost and expense, to construct, install, own, operate and maintain the tap, riser and valve facilities (the “VCP Transporter Facilities”), which shall connect to Rio Grande Gas Supply’s custody transfer meter and such other facilities as necessary in order for the Terminal to receive gas from the VCP Transporter Facilities (the “Rio Grande Gas Supply Facilities”). Rio Grande Gas Supply will be responsible, at its sole cost and expense, to construct, install, own, operate and maintain the Rio Grande Gas Supply Facilities. Under the VCP Precedent Agreement, in consideration for the provision of the commissioning transportation services, VCP will be remunerated on the same dollar-per-dekatherm, take-or-pay basis as set forth in the RBPL Precedent Agreement for the duration of such commissioning services, all in compliance with the federal and state authorizations associated with the Valley Crossing Pipeline.

If Rio Grande or its affiliate fails to issue a full notice to proceed to the EPC Contractor on or prior to December 31, 2024, Buyer has the right to sell the Equity Interests back to NextDecade LLC and NextDecade LLC has the right to repurchase the Equity Interests from Buyer, in each case at a price not to exceed $23 million. Accordingly, the proceeds from the sale of the Equity Interests and additional costs incurred by Buyer are presented as a non-current liability and the assets of Rio Bravo have not been de-recognized in the consolidated balance sheet at June 30, 2023.

Note 4 — Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

	June 30,			December 31,
	2023			2022
Fixed Assets
Computers	$	779		$	780
Furniture, fixtures, and equipment		610			610
Leasehold improvements		101			101
Total fixed assets		1,490			1,491
Less: accumulated depreciation		(1,081	)		(1,006	)
Total fixed assets, net		409			485
Project Assets (not placed in service)
Terminal		245,001			197,144
Pipeline		21,017			21,017
Total Terminal and Pipeline assets		266,018			218,161
Total property, plant and equipment, net	$	266,427		$	218,646

Depreciation expense was $38 thousand and $42 thousand for the three months ended  June 30, 2023 and 2022, respectively, and $75 thousand and $89 thousand for the six months ended  June 30, 2023 and 2022, respectively.

Note 5 — Derivatives

In June 2023, with the expectation of entering into definitive debt facilities shortly thereafter to pay for a portion of the costs of constructing and placing into service Phase 1 of the Terminal, Rio Grande entered into contingent interest rate swaps (“Contingent Interest Rate Swaps”) to protect against interest rate volatility of future cash flows and hedge a portion of the expected floating-rate interest payments that would be provided for in such debt facilities.  At execution, the Contingent Interest Rate Swaps were conditional upon certain conditions including reaching a positive FID to commence construction of Phase 1 of the Terminal.  As of June 30, 2023, Rio Grande has the following Contingent Interest Rate Swaps outstanding (in thousands):

Initial Notional Amount		Maximum Notional Amount		Maturity	Weighted Average Fixed Interest Rate Paid	Variable Interest Rate Received
$	86,000	$	5,905,000	March 28, 2049	3.2%	USD - SOFR

The Contingent Interest Rate Swaps are not designated as cash flow hedging instruments, and changes in fair value are recorded within our Consolidated Statements of Operations.

The Company values the Contingent Interest Rate Swaps using valuations based on the initial trade prices.  Using an income-based approach, subsequent valuations are based on observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data.  The fair value of the Contingent Interest Rate Swaps is approximately $(87.5) million as of June 30, 2023, and is classified as Level 2 in the fair value hierarchy.

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Note 6 — Leases

Our leased assets consist of office space. 

Operating lease right-of-use assets are as follows (in thousands):

	June 30,		December 31,
	2023		2022
Office leases	$	951	$	1,474
Total operating lease right-of-use assets, net	$	951	$	1,474

Operating lease liabilities are as follows (in thousands):

	June 30,		December 31,
	2023		2022
Office leases	$	634	$	1,093
Total current lease liabilities	$	634	$	1,093
Non-current office leases		331		465
Total lease liabilities	$	965	$	1,558

Operating lease expense is as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Office leases	$	300	$	221	$	609	$	378
Total operating lease expense		300		221		609		378
Short-term lease expense		25		69		53		131
Total lease expense	$	325	$	290	$	662	$	509

Maturity of operating lease liabilities as of June 30, 2023 are as follows (in thousands, except lease term and discount rate):

2023 (remaining)	$	652
2024		270
2025		248
2026		—
2027		—
Thereafter		—
Total undiscounted lease payments		1,170
Discount to present value		(205	)
Present value of lease liabilities	$	965
Weighted average remaining lease term - years		1.9
Weighted average discount rate - percent		12.0

Other information related to our operating leases is as follows (in thousands):

	Six Months Ended June 30,
	2023		2022
Cash paid for amounts included in the measurement of operating lease liabilities:
Cash flows from operating activities	$	593	$	288
Noncash right-of-use assets recorded for operating lease liabilities:
In exchange for new operating lease liabilities during the period		—		1,332

  

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Note 7 — Other Non-Current Assets

Other non-current assets consisted of the following (in thousands):

	June 30,		December 31,
	2023		2022
Permitting costs(1)	$	9,006	$	8,540
Rio Grande Site Lease initial direct costs		22,877		19,647
Deposits and other		185		185
Total other non-current assets, net	$	32,068	$	28,372

⁽¹⁾ Permitting costs primarily represent costs incurred in connection with permit applications to the United States Army Corps of Engineers and the U.S. Fish and Wildlife Service for mitigation measures for potential impacts to wetlands and habitat that may be caused by the construction of the Terminal.

Note 8 — Accrued Liabilities and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

	June 30,		December 31,
	2023		2022
Employee compensation expense	$	4,877	$	6,650
Terminal costs		—		12,046
Debt and equity issuance costs		7,627		—
Permitting costs		457		279
Accrued legal services		5,990		3,124
Share-based compensation liability		403		182
Other accrued liabilities		408		903
Total accrued liabilities and other current liabilities	$	19,762	$	23,184

Note 9 – Preferred Stock and Common Stock Warrants

Preferred Stock

As of December 31, 2022, the Company had outstanding 82,948 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), 79,239 shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) and 59,366 shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock” and, together with the Series A Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”).

The shares of Convertible Preferred Stock bear dividends at a rate of 12% per annum, which are cumulative and accrue daily from the respective dates of issuance on the $1,000 stated value per share. Such dividends are payable quarterly and may be paid in cash or in-kind. During the six months ended June 30, 2023 and 2022, the Company paid-in-kind $13.4 million and $11.5 million of dividends, respectively, to the holders of the Convertible Preferred Stock.  On July 13, 2023, the Company declared dividends to the holders of the Convertible Preferred Stock as of the close of business on June 15, 2023.  On July 17, 2023, the Company paid-in-kind $7.0 million of dividends to the holders of the Convertible Preferred Stock.

As of June 30, 2023, shares of Series A Preferred Stock and Series B Preferred Stock were convertible into shares of Company common stock at a conversion price of approximately $5.00 per share and $5.05 per share, respectively, and shares of Series C Preferred Stock were convertible into shares of Company common stock at a weighted average conversion price of approximately $2.73 per share.

The Company has the option to convert all, but not less than all, of the Convertible Preferred Stock into shares of Company common stock at the applicable conversion price on any date on which the volume weighted average trading price of shares of Company common stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than 175% of the Series B Conversion Price, in each case subject to certain terms and conditions. Furthermore, the Company must convert all of the Convertible Preferred Stock into shares of Company common stock at the applicable conversion price on the earlier of (i) ten (10) business days following an FID Event, as defined in the certificates of designations of the Convertible Preferred Stock, and (ii) the respective dates that are the tenth (10th) anniversaries of the closings of the issuances of the Convertible Preferred Stock, as applicable.

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Common Stock Warrants

The Company issued warrants exercisable to purchase Company common stock in connection with its issuances of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the “Common Stock Warrants”).  The Company revalues the Common Stock Warrants at each balance sheet date and recognized a loss of $5.5 million and a gain of $1.9 million during the three months ended June 30, 2023 and 2022, respectively, and losses of $5.8 million and $4.4 million for the six months ended June 30, 2023 and 2022, respectively. The Common Stock Warrant liabilities are included in Level 3 of the fair value hierarchy.

The assumptions used in the Monte Carlo simulation model to estimate the fair value of the Common Stock Warrants are as follows:

	June 30,			December 31,
	2023			2022
Stock price	$	8.21		$	4.94
Exercise price	$	0.01		$	0.01
Risk-free rate		5.0	%		4.6	%
Volatility		46.7	%		52.5	%
Term (years)		1.0			1.5

Note 10 — Stockholders' Equity

Common Stock Purchase Agreement

On  February 3, 2023, the Company entered into a common stock purchase agreement (the “Stock Purchase Agreement”) for a private placement (the “Private Placement”) with HGC NEXT INV LLC and Ninteenth Investment Company LLC (the “Purchasers”), pursuant to which the Company sold an aggregate of 5,835,277 shares of the Company common stock at a purchase price of $5.998 per share, representing the average closing trading price of the Company common stock for the five trading days immediately preceding signing the Stock Purchase Agreement, for an aggregate purchase price of $35.0 million.

On June 13, 2023, the Company entered into a common stock purchase agreement for three private placements (the “TTE Private Placement”) with Global LNG North America Corp., an affiliate of TotalEnergies SE (the “TTE Member”), pursuant to which the Company agreed to sell (i) 8,026,165 shares (the “Tranche 1 Shares”) of Company common stock at a purchase price of $4.9837 per share, for an aggregate purchase price of $40.0 million, (ii) promptly after conversion of the Convertible Preferred Stock, 22,072,103 shares (the “Tranche 2 Shares”) of Company common stock, at a purchase price of $4.9837 per share, for an aggregate purchase price of $110.0 million, and (iii) promptly after, and conditioned upon, receipt of approval of the Company’s stockholders, a number of shares of Company common stock such that, following the conversion of the Convertible Preferred Stock, the TTE Purchaser will own, when including the Tranche 1 Shares and Tranche 2 Shares, an aggregate of 17.5% of the Company common stock then-outstanding (the “Tranche 3 Shares” and together with the Tranche 1 Shares and Tranche 2 Shares, the “Shares”), for an aggregate purchase price of $69.4 million.  On June 14, 2023, the Company closed the sale of the Tranche 1 Shares.

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Note 11 — Net Loss Per Share

The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for each of the three and six months ended June 30, 2023 and 2022:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Weighted average common shares outstanding:
Basic		150,933			126,314			148,943			123,835
Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants		—			—			—			—
Diluted		150,933			126,314			148,943			123,835
Basic and diluted net loss per share attributable to common stockholders	$	(0.84	)	$	(0.13	)	$	(1.08	)	$	(0.27	)

Potentially dilutive securities not included in the diluted net loss per share computations because their effect would have been anti-dilutive were as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Unvested stock and stock units (1)		2,014		1,981		2,033		1,666
Convertible preferred stock		57,039		41,725		56,239		40,159
Common Stock Warrants		1,448		1,474		1,414		1,463
IPO Warrants (2)		—		12,082		—		12,082
Total potentially dilutive common shares		60,501		57,262		59,686		55,370

⁽¹⁾ Includes the impact of unvested shares containing performance conditions to the extent that the underlying performance conditions are satisfied based on actual results as of the respective dates. 

⁽²⁾ The IPO Warrants were issued in connection with our initial public offering in 2015 and expired on July 24, 2022. 

Note 12 — Share-based Compensation

We have granted shares of Company common stock, restricted Company common stock and restricted stock units to employees, consultants and non-employee directors under our 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”).

Total share-based compensation consisted of the following (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Share-based compensation expense:
Equity awards	$	10,561	$	2,886	$	12,120	$	515
Liability awards		220		—		220		—
Total share-based compensation expense	$	10,781	$	2,886	$	12,340	$	515

Note 13 — Income Taxes

Due to our cumulative loss position, we have established a full valuation allowance against our deferred tax assets at June 30, 2023 and December 31, 2022. Due to our full valuation allowance, we have not recorded a provision for federal or state income taxes during either of the six months ended June 30, 2023 or 2022.

Note 14 — Commitments and Contingencies

Obligation under LNG Sale and Purchase Agreement

In March 2019, Rio Grande entered into a 20-year sale and purchase agreement (the “SPA”) with Shell NA LNG LLC (“Shell”) for the supply of approximately two million tonnes per annum of liquefied natural gas from the Terminal. Pursuant to the SPA, Shell will purchase LNG on a free-on-board (“FOB”) basis starting from the date the first liquefaction train of the Terminal that is commercially operable, with approximately three-quarters of the purchased LNG volume indexed to Brent and the remaining volume indexed to domestic United States gas indices, including Henry Hub.

In the first quarter of 2020, pursuant to the terms of the SPA, the SPA became effective upon the conditions precedent in the SPA being satisfied or waived.  The SPA obligates Rio Grande to deliver the contracted volumes of LNG to Shell at the FOB delivery point, subject to the first liquefaction train at the Terminal being commercially operable.

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Other Commitments

On March 6, 2019, Rio Grande entered into a lease agreement (the “Rio Grande Site Lease”) with the Brownsville Navigation District of Cameron County, Texas (“BND”) for the lease by Rio Grande of approximately 984 acres of land situated in Brownsville, Cameron County, Texas for the purposes of constructing, operating, and maintaining (i) a liquefied natural gas facility and export terminal and (ii) gas treatment and gas pipeline facilities.  On April 20, 2022, Rio Grande and the BND amended the Rio Grande Site Lease (the “Rio Grande Site Lease Amendment”) to extend the effective date for commencing the Rio Grande Site Lease to May 6, 2023 (the “Effective Date”).  The Rio Grande Site Lease Amendment further provides that Rio Grande has the right, exercisable in its sole discretion, to extend the effective date for commencing the Rio Grande Site Lease to May 6, 2024, by providing the BND with written notice of its election no later than May 6, 2023.  Rio Grande delivered such written notice on April 24, 2023.

In connection with the Rio Grande Site Lease Amendment, Rio Grande is committed to pay approximately $1.6 million per quarter to the BND through the earlier of the Effective Date and lease commencement.

Legal Proceedings

From time to time the Company may be subject to various claims and legal actions that arise in the ordinary course of business. As of  June 30, 2023, management is not aware of any claims or legal actions that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows, although the Company cannot guarantee that a material adverse effect will not occur.

Note 15 — Recent Accounting Pronouncements

The following table provides a brief description of recent accounting standards that have been adopted by the Company during the reporting period:

Standard	Description	Date of Adoption	Effect on our Consolidated Financial Statements or Other Significant Matters
ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in Entity's Own Equity	This standard simplifies the accounting for convertible instruments primarily by eliminating the existing cash conversion and beneficial conversion models within Subtopic 470-20, which will result in fewer embedded conversion options being accounted for separately from the host.  This standard also amends and simplifies the calculation of earnings per share relating to convertible instruments.	January 1, 2022	The Company adopted this standard using the modified retrospective approach, which did not have an effect on the Company's consolidated financial statements.

Note 16 — Subsequent Events

FID Equity Transactions

On July 12, 2023, the Company made a positive FID to construct Phase 1 of the Terminal. In conjunction with FID, Rio Grande LNG Intermediate Super Holdings, LLC, an indirect subsidiary of the Company (the “NextDecade Member”), entered into an amended and restated limited liability company agreement (the “JV Agreement”) of Rio Grande LNG Intermediate Holdings, LLC (“Intermediate Holdings”), and the other members party thereto.  Following such transactions, Intermediate Holdings indirectly wholly owns Rio Grande, which will own Phase 1 of the Terminal.  The members of Intermediate Holdings, including the NextDecade Member, committed to fund $6.2 billion in aggregate to Intermediate Holdings.  The NextDecade Member committed to fund cash contributions of approximately $283 million to Intermediate Holdings, including approximately $125 million in contributions paid before FID, and as of the date of issuance of these financial statements, NextDecade Member has a remaining equity commitment of approximately $69.4 million. 

 Except for the Member Reserved Matters, as defined below, the affairs of Intermediate Holdings will otherwise be managed by a board of managers (the “Intermediate Holdings Board”). The Intermediate Holdings Board will be composed of up to four managers appointed by the NextDecade Member (the “Class A Managers”), including one Class A Manager designated by the TTE Member, and managers appointed by members holding a minimum percentage of the Class B limited liability company interests in Intermediate Holdings (the “Class B Managers”). Approval of any matter by the Intermediate Holdings Board will require the consent of a majority of the Class A Managers voting on the matter and Class B Managers representing a majority of the Class B limited liability company interests in Intermediate Holdings for such matter, as applicable; provided that (i) certain specified “qualified matters,” “supermajority matters,” and “unanimous matters” are reserved to the approval of the members of Intermediate Holdings (the “Member Reserved Matters”) holding a requisite percentage of the applicable classes of limited liability company interests in Intermediate Holdings, and (ii) related party transactions will be subject to approval in accordance with the procedures specified in the JV Agreement.

FID Debt Transactions

On July 12, 2023, Rio Grande entered into a Credit Agreement (the “CD Credit Agreement”) that provides for the following facilities:

● A construction/term loan in an amount up to $10.3 billion available to finance partially the design, engineering, development, procurement, construction, installation, testing, completion, ownership, operation and maintenance of Phase 1, to pay certain fees and expenses associated with the CD Credit Agreement and the loans made thereunder, and to fund the debt service reserve account relating thereto, up to an amount equal to six months of scheduled debt service; and

● a revolving loan and letter of credit facility in an amount up to $500 million available to Rio Grande to finance certain working capital requirements of Rio Grande.

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On July 12, 2023, Rio Grande entered into a TCF Credit Agreement (the “TCF Credit Agreement” and together with the CD Credit Agreement, the “Credit Agreements”) that provides for a two-tranche construction/term loan facility in an aggregate amount up to $800 million available to Rio Grande to partially finance the design, engineering, development, procurement, construction, installation, testing, completion, ownership, operation and maintenance of Phase 1, to pay certain fees and expenses associated with the TCF Credit Agreement and the loans made thereunder, and to fund the debt service reserve account relating thereto, up to an amount equal to six months of scheduled debt service. TotalEnergies Holdings SAS (“Total Holdings”) agreed to provide contingent credit support to the lenders under the TCF Credit Agreement pursuant to, and subject to the terms and conditions of, a support agreement entered into at closing, pursuant to which Total Holdings agreed that it will pay past due amounts owing from Rio Grande under the TCF Credit Agreement upon demand.

On July 12, 2023, Rio Grande entered into a Note Purchase Agreement through which it sold $700 million of 6.67% Secured Senior Notes due 2033 (the “Notes”).  The Notes were issued pursuant to an indenture between Rio Grande and Wilmington Trust, National Association as trustee and accrue interest that is payable semi-annually in cash on March 30 and September 30 each year, beginning on September 30, 2023.

Effective July 12, 2023, Rio Grande amended the Contingent Interest Rate Swaps disclosed in Note 5 - Derivatives and executed additional interest rate swaps to protect against interest rate volatility and hedge a portion of the floating-rate interest payments provided for under the Credit Agreements.  As a result of amending the Contingent Interest Rate Swaps, the derivative liability of $110.9 million at June 30, 2023 was reversed in July 2023 upon amendment.  Effective July 12, 2023, Rio Grande has the following Interest Rate Swaps outstanding (in thousands):

Initial Notional Amount		Maximum Notional Amount		Maturity	Weighted Average Fixed Interest Rate Paid		Variable Interest Rate Received
$	123,000	$	8,500,000	July 12, 2030		3.4%	USD - SOFR

Following completion of the transactions set forth above, on July 12, 2023, Rio Grande issued a final notice to proceed to Bechtel Energy, Inc. under the EPC agreements for Phase 1 at the Terminal.

On July 12, 2023, Rio Grande commenced its site lease with the Brownsville Navigation District for the 984 acres on which Phase 1 of the Terminal will be constructed. Refer to Note 14 - Commitments and Contingencies for further information on the Rio Grande Site Lease.

On July 17, 2023, the Company completed its sale of the Equity Interests in the Rio Bravo Pipeline Company, LLC to Buyer.  As part of the completion of the sale, the Company received the remaining $4.4 million of purchase price, and de-recognized the assets of Rio Bravo as well as the non-current liability associated with the Buyer option to put the Equity Interests back to NextDecade LLC.  Refer to Note 3 - Sale of Equity Interests in Rio Bravo for further information.

Conversion of Convertible Preferred Stock, Issuance of Common Stock

The Convertible Preferred Stock converted into approximately 59.5 million shares of common stock on July 26, 2023. Refer to Note 9 - Convertible Preferred Stock and Common Stock Warrants for further information on the Convertible Preferred Stock.

On July 27, 2023 the second tranche of the TTE Private Placement discussed in Note 10 - Stockholders' Equity closed, pursuant to which the Company sold 22,072,103 shares of common stock at a price of $4.9837 per share for a purchase price of approximately $110 million to the TTE Member.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. The words “anticipate,” “contemplate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “might,” “will,” “would,” “could,” “should,” “can have,” “likely,” “continue,” “design” and other words and terms of similar expressions, are intended to identify forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives and financial needs.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ from those expressed in our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements are subject to change and inherent risks and uncertainties, including those described in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K as supplemented by Item 1A of this Quarterly Report on Form 10-Q. You should consider our forward-looking statements in light of a number of factors that may cause actual results to vary from our forward-looking statements including, but not limited to:

● our progress in the development of our liquefied natural gas (“LNG”) liquefaction and export project and any carbon capture and storage projects (“CCS projects”) we may develop and the timing of that progress;

● the timing and cost of the development, construction and operation of the first three liquefaction trains and related common facilities (“Phase 1”) of the multi-plant integrated natural gas and liquefaction and LNG export terminal facility to be located at the Port of Brownsville in southern Texas (the “Terminal”);

● the availability and frequency of cash distributions available to us from our joint venture owning Phase 1 of the Terminal;

● the timing and cost of the development of Trains 4 and 5 at the Terminal;

● the ability to generate sufficient cash flow to satisfy Rio Grande's significant debt service obligations or to refinance such obligations ahead of their maturity;

● restrictions imposed by Rio Grande's debt agreements that limit flexibility in operating its business;

● increases in interest rates governing Rio Grande's variable rate indebtedness increasing the cost of servicing Rio Grande's substantial indebtedness;

● our reliance on third-party contractors to successfully complete the Terminal, the pipeline to supply gas to the Terminal and any CCS projects we develop;

● our ability to develop our NEXT Carbon Solutions business through implementation of our CCS projects;

● our ability to secure additional debt and equity financing in the future, including any refinancing of outstanding indebtedness, on commercially acceptable terms and to continue as a going concern;

● the accuracy of estimated costs for the Terminal and CCS projects;

● our ability to achieve operational characteristics of the Terminal and CCS projects, when completed, including amounts of liquefaction capacities and amount of CO₂ captured and stored, and any differences in such operational characteristics from our expectations;

● the development risks, operational hazards and regulatory approvals applicable to our LNG and carbon capture and storage development, construction and operation activities and those of our third-party contractors and counterparties;

● technological innovation which may lessen our anticipated competitive advantage or demand for our offerings;

● the global demand for and price of LNG;

● the availability of LNG vessels worldwide;

● changes in legislation and regulations relating to the LNG and carbon capture industries, including environmental laws and regulations that impose significant compliance costs and liabilities;

● scope of implementation of carbon pricing regimes aimed at reducing greenhouse gas emissions;

● global development and maturation of emissions reduction credit markets;

● adverse changes to existing or proposed carbon tax incentive regimes;

● global pandemics, including the 2019 novel coronavirus (“COVID-19”) pandemic, the Russia-Ukraine conflict, other sources of volatility in the energy markets and their impact on our business and operating results, including any disruptions in our operations or development of the Terminal and the health and safety of our employees, and on our customers, the global economy and the demand for LNG or carbon capture;

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● risks related to doing business in and having counterparties in foreign countries;

● our ability to maintain the listing of our securities on the Nasdaq Capital Market or another securities exchange or quotation medium;

● changes adversely affecting the businesses in which we are engaged;

● management of growth;

● general economic conditions, including inflation and rising interest rates;

● our ability to generate cash; and

● the result of future financing efforts and applications for customary tax incentives.

Should one or more of the foregoing risks or uncertainties materialize in a way that negatively impacts us, or should the underlying assumptions prove incorrect, our actual results may vary materially from those anticipated in our forward-looking statements, and our business, financial condition, and results of operations could be materially and adversely affected.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events. In addition, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. 

Except as required by applicable law, we do not undertake any obligation to publicly correct or update any forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in our most recent Annual Report on Form 10-K as well as other filings we have made and will make with the Securities and Exchange Commission (the “SEC”) and our public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.

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Overview

NextDecade Corporation engages in development and construction activities related to the liquefaction and sale of LNG and the capture and storage of CO₂ emissions.  In July 2023, Rio Grande commenced construction on Phase 1 of the Terminal following a final investment decision (“FID”) and the closing of project financing by our subsidiary, Rio Grande LNG, LLC (“Rio Grande”) , which will own Phase 1 of the Terminal. We have also undertaken and continue to undertake various initiates to evaluate, design and engineer a carbon capture and storage (“CCS”) project at the Terminal and other CCS projects that would be hosted at industrial source facilities.

Unless the context requires otherwise, references to “NextDecade,” “the Company,” “we,” “us,” and “our” refer to NextDecade Corporation and its consolidated subsidiaries, and references to “Rio Grande” refer to Rio Grande LNG, LLC and its subsidiaries.

.

Recent Developments

Rio Grande Development Activity 

Overview

On July 12, 2023, the Company announced a positive FID to construct Phase 1 of the Terminal and Rio Grande issued a final notice to proceed to Bechtel Energy Inc. under the EPC agreements for Phase 1. In connection therewith, Rio Grande LNG Intermediate Super Holdings, LLC, our wholly owned subsidiary (the “NextDecade Member”) entered into a joint venture agreement with third-party equity partners to own Rio Grande.  Rio Grande also entered into and closed senior secured non-recourse bank credit facilities and a senior secured non-recourse private notes offering, which will be used, along with the equity capital commitments of our equity partners and the NextDecade Member, to fund the development, construction and operation of Phase 1.

LNG Sale and Purchase Agreements

In June 2023, Rio Grande entered into a 20-year sale and purchase agreement with TotalEnergies SE (“TotalEnergies”) for the supply of 5.4 mtpa of LNG indexed to Henry Hub delivered on a free-on-board basis from the Terminal.

As of August 10, 2023, Rio Grande’s portfolio of LNG sales and purchase agreements (“SPAs”) was as follows:

Customer	Volume (mtpa)	Tenor (years)	Delivery Model
TotalEnergies	5.4	20	FOB
Shell NA LNG LLC (“Shell”)	2.0	20	FOB
ENN LNG Singapore Pte Ltd.	2.0	20	FOB
ENGIE S.A.	1.75	15	FOB
China Gas Hongda Energy Trading Co., LTD	1.0	20	FOB
Guangdong Energy Group	1.0	20	Ex Ship
Exxon Mobil LNG Asia Pacific	1.0	20	FOB
Galp Trading S.A.	1.0	20	FOB
Itochu	1.0	15	FOB
Total	16.15	19.2 years weighted average

In the first quarter of 2020, the SPA with Shell became effective upon the conditions precedent in such SPA being satisfied or waived.  The SPA obligates Rio Grande to deliver the contracted volumes of LNG to Shell at the FOB delivery point, subject to the first liquefaction train at the Terminal becoming commercially operable.  

Each of Rio Grande’s other SPAs became effective in July 2023 upon a positive FID to construct Phase 1 of the Terminal.

Engineering, Procurement and Construction (“EPC”) Agreements

On May 18, 2023, Rio Grande amended its EPC agreements with Bechtel Energy, Inc. for the construction of the first three trains of the Terminal to extend the price validity under such agreements to July 15, 2023. 

On July 12, 2023, Rio Grande issued a final notice to proceed to Bechtel Energy Inc. under the EPC agreements for Phase 1. The final EPC lump-sum contract pricing for Phase 1 was approximately $11.96 billion at FID. The commercial operation date for the first train of Phase 1 is expected to occur in 2027.

17

Federal Energy Regulatory Commission (“FERC”) Update

On April 21, 2023, the FERC issued the order on remand (the “Remand Order”) reaffirming the order issued by FERC on November 22, 2019, authorizing the siting, construction and operation of the Rio Grande LNG Terminal (the “Order”).  The Remand Order reaffirmed that the Rio Grande LNG Terminal is not inconsistent with the public interest under the Natural Gas Act section 3.

The Remand Order was issued as a result of the decision of the U.S. Court of Appeals for the District of Columbia dated August 3, 2021, which denied all petitions filed by parties who filed requests for re-hearing of the Order, except for two technical issues dealing with environmental justice and GHG emissions, which were remanded to the FERC for further consideration. 

On May 22, 2023, Vecinos para el Bienestar de la Comunidad Costera, Sierra Club, City of Port Isabel and the Carrizo/Comecrudo Tribe of Texas filed a joint request for rehearing of the Order on Remand.  The request for rehearing was denied by operation of law on June 22, 2023.  On July 10, 2023 the Petitioners petitioned the D.C. Circuit for review of the Order on Remand.  Consistent with federal appellate practice, the petition for review does not include any arguments by the Petitioners.  The petition only initiates the appeal process.

Rio Grande Site Lease

On March 6, 2019, Rio Grande entered into a lease agreement (the “Rio Grande Site Lease”) with the Brownsville Navigation District of Cameron County, Texas (the “BND”) for the lease by Rio Grande of approximately 984 acres of land situated in Brownsville, Cameron County, Texas for the purposes of constructing, operating, and maintaining (i) a liquefied natural gas facility and export terminal and (ii) gas treatment and gas pipeline facilities.

On April 20, 2022, Rio Grande and the BND amended the Rio Grande Site Lease (the “Rio Grande Site Lease Amendment”) to extend the effective date for commencing the Rio Grande Site Lease to May 6, 2023.  The Rio Grande Site Lease Amendment further provides that Rio Grande has the right, exercisable in its sole discretion, to extend the effective date for commencing the Rio Grande Site Lease to May 6, 2024 by providing the BND with written notice of its election no later than May 6, 2023.  Rio Grande delivered such written notice on April 24, 2023.

On July 12, 2023, Rio Grande commenced the Rio Grande Site Lease.

 NEXT Carbon Solutions Development Activity

Front-end Engineering and Design (“FEED”) Agreement

In May 2022, we entered into an agreement with California Resources Corporation, whereby NEXT Carbon Solutions will perform a FEED study for the post combustion capture and compression of up to 95% of the CO₂ produced at the Elk Hills Power Plant.  The FEED study was successfully completed in the first quarter of 2023.  NEXT Carbon Solutions and California Resources Corporation continue to review the FEED results and are engaging in commercial discussions to progress the project.

Financing Activity

Private Placement of Company Common Stock

In February 2023, we sold 5,835,277 shares of Company common stock for gross proceeds of $35 million to HGC NEXT INV LLC and Ninteenth Investment Company.

On June 13, 2023, we entered into a common stock purchase agreement for three private placements (the “TTE Private Placement”) with Global LNG North America Corp., an affiliate of TotalEnergies SE (the “TTE Member”), pursuant to which we agreed to sell (i) 8,026,165 shares (the “Tranche 1 Shares”) of Company common stock at a purchase price of $4.9837 per share, for an aggregate purchase price of $40.0 million, (ii) promptly after conversion of the Convertible Preferred Stock, 22,072,103 shares (the “Tranche 2 Shares”) of Company common stock, at a purchase price of $4.9837 per share, for an aggregate purchase price of $110.0 million, and (iii) promptly after, and conditioned upon, receipt of approval of the Company’s stockholders, a number of shares of Company common stock such that, following the conversion of the Convertible Preferred Stock, the TTE Purchaser will own, when including the Tranche 1 Shares and Tranche 2 Shares, an aggregate of 17.5% of the Company common stock then-outstanding (the “Tranche 3 Shares” and together with the Tranche 1 Shares and Tranche 2 Shares, the “Shares”), for an aggregate purchase price of $69.4 million.  On June 14, 2023, the Company closed the sale of the Tranche 1 Shares, and on July 26, we closed the sale of the Tranche 2 Shares.

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Liquidity and Capital Resources

Phase 1 FID Rio Grande Financing

In connection with the FID of Phase 1, Rio Grande obtained approximately $6.2 billion in equity capital commitments, inclusive of commitments from the NextDecade Member, entered into senior secured non-recourse bank credit facilities of $11.6 billion, consisting of $11.1 billion in construction term loans and a $500 million working capital facility, and closed a $700 million senior secured non-recourse private notes offering.  Rio Grande will utilize these capital resources to fund the EPC cost to construct Phase 1, which was approximately $11.96 billion at FID, and to fund owner’s costs and contingencies, dredging for the Brazos Island Harbor Channel Improvement Project, conservation of more than 4,000 acres of wetland and wildlife habitat area and installation of utilities, and interest during construction and other financing costs.

Near Term Liquidity and Capital Resources of NextDecade Corporation

In connection with the FID, the Company, through NextDecade Member, its wholly owned subsidiary, committed to invest approximately $283 million, including $125 million of pre-FID capital investments, into construction of Phase 1 of the Terminal, and the Company has funded $88 million of its remaining equity commitment as of the date hereof. We expect to fund the remaining portion of our equity commitment with the proceeds of the sale of the third tranche of our common stock to Global LNG North America Corp., the closing of which is subject to conditions precedent, including the approval of our stockholders.  If stockholder approval is not obtained or the third tranche does not close for any other reason, we would need to raise other capital to fund our remaining committed equity contributions, and there can be no assurance that we will be able to raise capital from alternative sources on acceptable terms, or at all.

Prior to the FID on Phase 1 of the Terminal, our primary cash needs historically were funding development activities in support of the Terminal and our CCS projects, which included payments of initial direct costs of the Rio Grande site lease and expenses in support of engineering and design activities, regulatory approvals and compliance, commercial and marketing activities and corporate overhead. We spent approximately $97.7 million on such development activities during the six months ended June 30, 2023, which we funded through our cash on hand and proceeds from the issuances of equity and equity-based securities. Following the FID of Phase 1 of the Terminal, costs associated with the Phase 1 EPC agreements, Rio Grande site lease, and other Phase 1 related costs will be funded by debt and equity proceeds received by Rio Grande.

Because our businesses and assets are in development, we have not historically generated significant cash flow from operations, nor do we expect to do so until the Terminal is operational or until we install CCS systems on third-party industrial facilities. We intend to fund development activities for the foreseeable future with cash and cash equivalents on hand and through the sale of additional equity, equity-based or debt securities in us or in our subsidiaries. There can be no assurance that we will succeed in selling equity or equity-based securities or, if successful, that the capital we raise will not be expensive or dilutive to stockholders.

Our consolidated financial statements as of and for the three and six months ended June 30, 2023 have been prepared on the basis that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Based on our balance of cash and cash equivalents of $40.0 million at June 30, 2023, there is substantial doubt about our ability to continue as a going concern within one year after the date that our consolidated financial statements were issued. Our ability to continue as a going concern will depend on managing certain operating and overhead costs and our ability to raise capital through equity, equity-based or debt financings. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, which could have a material adverse effect on our financial condition.

Our capital raising activities since January 1, 2022 have included the following:

In March 2022, we sold 10,500 shares of Series C Preferred Stock at $1,000 per share together with associated warrants to purchase Company common stock for a purchase price of $10.5 million and issued an additional 210 shares of Series C Preferred Stock as origination fees.

In April 2022, we sold 4,618,226 shares of Company common stock for approximately $30 million.

In September 2022, we sold 15,454,160 shares of Company common stock for approximately $85 million.

In February 2023, we sold 5,835,277 shares of Company common stock for $35 million.

In June and July 2023, we sold 30,098,268 shares of Company common stock in the first two tranches of the TTE Private Placement for approximately $150 million.

Long Term Liquidity and Capital Resources of NextDecade Corporation

We will not receive significant cash flows from Phase 1 of the Terminal until it is operational, and the commercial operation date for the first train of Phase 1 is expected to occur in 2027. Any future phases of development at the Terminal and CCS projects will similarly take an extended period of time to develop, construct and become operational and will require significant capital deployment.

We currently expect that the long-term capital requirements for future phases of development at the Terminal and any CCS projects will be financed predominately through the proceeds from future debt, equity-based, and equity offerings by us or our subsidiaries. As a result, our business success will depend, to a significant extent, upon our ability to fund our commitments to the joint venture constructing Phase 1 of the Terminal and to obtain financing required to fund future phases of development and construction at the Terminal and any CCS projects, to bring them into operation on a commercially viable basis and to finance any required increases in staffing, operating and expansion costs during that process. There can be no assurance that we will succeed in securing additional debt and/or equity financing in the future to fund future phases of development and construction at the Terminal or complete any CCS projects or, if successful, that the capital we raise will not be expensive or dilutive to stockholders. Additionally, if these types of financing are not available, we will be required to seek alternative sources of financing, which may not be available on terms acceptable to us, if at all.

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Sources and Uses of Cash

The following table summarizes the sources and uses of our cash for the periods presented (in thousands):

	Six Months Ended
	June 30,
	2023			2022
Operating cash flows	$	(41,204	)	$	(17,475	)
Investing cash flows		(56,471	)		(6,210	)
Financing cash flows		74,898			38,633
Net (decrease) increase in cash and cash equivalents		(22,777	)		14,948
Cash and cash equivalents – beginning of period		62,789			25,552
Cash and cash equivalents – end of period	$	40,012		$	40,500

Operating Cash Flows

Operating cash outflows during the six months ended June 30, 2023 and 2022 were $41.2 million and $17.5 million, respectively.  The increase in operating cash outflows during the six months ended June 30, 2023 compared to the six months ended June 30, 2022 was primarily due to an increase in employee costs and professional fees paid to consultants as we prepared for a positive FID in Phase 1 of the Terminal.

Investing Cash Flows

Investing cash outflows during the six months ended June 30, 2023 and 2022 were $56.5 million and $6.2 million, respectively. Investing cash outflows primarily consist of cash used in the development of the Terminal. The increase in investing cash outflows during the six months ended June 30, 2023 compared to the same period in 2022 was primarily due to increased spend with Bechtel.  During the third quarter of 2022, we issued a limited notice to proceed to Bechtel to begin ramping up its personnel and initiate site preparation work; as a result, investing cash outflows increased relative to the quarterly investing cash outflows during the six months ended June 30, 2022.

Financing Cash Flows

Financing cash inflows during the six months ended June 30, 2023 and 2022 were $74.9 million and $38.6 million, respectively, primarily representing proceeds from the sale of common stock in 2023 and primarily representing proceeds from the sale of Series C Preferred Stock in 2022.

Contractual Obligations

As of June 30, 2023, there have been no material changes to our contractual obligations from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.  As disclosed in Note 16 - Subsequent Events, subsequent to June 30, 2023, in connection with FID, the Company and its subsidiaries entered into several agreements related to the financing for the development and construction of Phase 1 of the Terminal.

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Results of Operations

The following table summarizes costs, expenses and other income for the periods indicated (in thousands):

	For the Three Months Ended									For the Six Months Ended
	June 30,									June 30,
	2023			2022			Change			2023			2022			Change
Revenues	$	—		$	—		$	—		$	—		$	—		$	—
General and administrative expense		26,795			11,293			15,502			53,067			14,616			38,451
Development expense, net		418			1,193			(775	)		882			2,738			(1,856	)
Lease expense		325			290			35			662			509			153
Depreciation expense		38			42			(4	)		75			89			(14	)
Total operating loss		(27,576	)		(12,818	)		(14,758	)		(54,686	)		(17,952	)		(36,734	)
Loss on common stock warrant liabilities		(5,455	)		1,886			(7,341	)		(5,822	)		(4,418	)		(1,404	)
Derivative loss		(87,450	)		—			(87,450	)		(87,450	)		—			(87,450	)
Other, net		192			20			172			322			21			301
Net loss attributable to NextDecade Corporation		(120,289	)		(10,912	)		(109,377	)		(147,636	)		(22,349	)		(125,287	)
Preferred stock dividends		(6,754	)		(5,774	)		(980	)		(13,454	)		(11,529	)		(1,925	)
Net loss attributable to common stockholders	$	(127,043	)	$	(16,686	)	$	(110,357	)	$	(161,090	)	$	(33,878	)	$	(127,212	)

Net loss attributable to common stockholders was $127.0 million, or $(0.84) per common share (basic and diluted), for the three months ended June 30, 2023 compared to a net loss of $16.7 million, or $(0.13) per common share (basic and diluted), for the three months ended June 30, 2022. The $110.4 million increase in net loss was primarily a result of the derivative loss on Contingent Interest Rate Swaps, an increase in general and administrative expense and an increase in loss on common stock warrant liabilities.

Net loss attributable to common stockholders was $161.1 million, or $(1.08) per common share (basic and diluted), for the six months ended June 30, 2023 compared to a net loss of $33.9 million, or $(0.27) per common share (basic and diluted), for the six months ended June 30, 2022. The $127.2 million increase in net loss was primarily a result of the derivative loss on Contingent Interest Rate Swaps, an increase in general and administrative expense and an increase in loss on common stock warrant liabilities, partially offset by a decrease in development expense, net.

Derivative loss during the three and six months ended June 30, 2023 of $87.5 million is due to lower forward SOFR rates relative to the fixed interest rate we would have paid.  As disclosed in Note 16 - Subsequent Events, the Contingent Interest Rate Swaps were amended at FID and the derivative loss associated with the Contingent Interest Rate Swaps was reversed in July 2023.

General and administrative expense during the three months ended June 30, 2023 increased approximately $15.5 million compared to the same period in 2022 primarily due to an increase in professional fees, employee costs and share-based compensation expense. The primary driver of the increase in share-based compensation expense between periods of $7.9 million was the recognition of compensation cost on restricted stock awards and units that vest at FID.  The increase in professional fees and employee costs is due to an increase in the average number of employees, compared to the same period of the prior year, as we prepared for a positive FID in Phase 1 of the Terminal.

General and administrative expense during the six months ended June 30, 2023 increased approximately $38.5 million compared to the same period in 2022 primarily due to an increase in professional fees, employee costs and share-based compensation expense. The primary driver of the increase in share-based compensation expense between periods of $11.8 million was the recognition of compensation cost on restricted stock awards and units that vest at FID and the forfeitures of awards previously granted to certain employees who departed the Company during the prior year period.  The increase in professional fees and employee costs is due to an increase in the average number of employees during the six months ended June 30, 2023, compared to the same period of the prior year, as we prepared for a positive FID in Phase 1 of the Terminal.

Development expense, net during the three and six months ended June 30, 2023 decreased $0.8 million and $1.9 million, respectively, compared to the same periods in 2022. NEXT Carbon Solutions’ preliminary FEED and FEED studies performed on third-party industrial facilities were primarily completed in 2022 and 2021. 

Loss on common stock warrant liabilities for the three and six months ended June 30, 2023 is primarily due to a decrease in the conversion price of Convertible Preferred Stock and an increase in the share price of Company common stock.

Preferred stock dividends for the three months ended June 30, 2023 of $6.8 million consisted of dividends paid-in kind with the issuance of 2,524 additional shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), 2,408 additional shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), and 1,803 additional shares of Series C Preferred Stock, compared to preferred stock dividends of $5.8 million for the three months ended June 30, 2022 that consisted of dividends paid-in kind with the issuance of 2,243, 2,138 and 1,374 additional shares of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, respectively.

Preferred stock dividends for the six months ended June 30, 2023 of $13.5 million consisted of dividends paid-in kind with the issuance of 5,030 additional shares of Series A Preferred Stock, 4,798 additional shares of Series B Preferred Stock, and 3,593 additional shares of Series C Preferred Stock, compared to preferred stock dividends of $11.5 million for the six months ended June 30, 2022 that consisted of dividends paid-in kind with the issuance of 4,468, 4,261 and 2,761 additional shares of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, respectively.

21

Summary of Critical Accounting Estimates

The preparation of our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Except as disclosed below, there have been no significant changes to our critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Derivative Instruments

All derivative instruments, other than those that satisfy specific exceptions, are recorded at fair value.  We record changes in the fair value of our derivative positions based on the value for which the derivative instrument could be exchanged between willing parties.  If market quotes are not available to estimate fair value, management's best estimate of fair value is based on the quoted market price of derivatives with similar characteristics or determined through industry-standard valuation approaches.  Such evaluation may involve significant judgment and the results are based on expected future events or conditions, particularly for those valuations using inputs unobservable in the market.

Our derivative instruments consist of interest rate swaps.  We value our interest rate swaps using observable inputs including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data.

Gains and losses on derivative instruments are recognized in earnings.  The ultimate fair value of our derivative instruments is uncertain, and we believe that it is reasonably possible that a change in the estimated fair value could occur in the near future as interest rates change.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

We maintain a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports filed by us under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of the end of the period covered by this report, we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of June 30, 2023, our disclosure controls and procedures were effective.

During the most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1.   Legal Proceedings

None.

Item 1A. Risk Factors

Except as disclosed below, there were no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

The substantial amount of indebtedness incurred to finance construction of Phase 1 of the Terminal may adversely affect Rio Grande’s cash flow and its ability to operate its business, remain in compliance with debt covenants and make payments on its indebtedness.

Rio Grande has incurred a substantial amount of indebtedness. This substantial level of indebtedness increases the possibility that Rio Grande may be unable to generate cash sufficient to pay, when due, the principal or interest on such indebtedness or to refinance such indebtedness ahead of its scheduled maturity. This indebtedness and obligations thereunder could have other important consequences to you as a stockholder. For example:

● any failure to comply with the obligations of any of Rio Grande’s debt instruments, including financial and other restrictive covenants could result in an event of default under the applicable instrument;

● we may be more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse change in government regulation affecting Rio Grande’s ability to pay obligations when due;

● Rio Grande may need to dedicate a substantial portion of its cashflow from operations to payments on indebtedness, thereby reducing the availability of cashflows to fund working capital, capital expenditures, acquisitions and other general corporate purposes;

● the ability to refinance Rio Grande’s indebtedness will depend on the condition of credit markets and capital markets, and its financial condition at such time. Any refinancing could be at higher interest rates and may require compliance with more onerous covenants, which could further restrict business operations;

● limit flexibility in planning for, or reacting to, changes in Rio Grande’s business and the industry in which it operates; and

● place Rio Grande at a competitive disadvantage compared to its competitors that have less debt.

Restrictions in agreements governing Rio Grande’s indebtedness may prevent it from engaging in certain beneficial transactions.

In addition to restrictions on the ability of Rio Grande to make distributions or incur additional indebtedness, the agreements governing Rio Grande’s indebtedness also contain various other covenants that may prevent it from engaging in beneficial transactions, including limitations on the ability of Rio Grande or certain of its subsidiaries to:

● make distributions or certain investments;

● incur additional indebtedness;

● purchase, redeem or retire equity interests;

● sell or transfer assets;

● incur liens;

● enter into transactions with affiliates; and

● consolidate, merge, sell or lease all or substantially all of its assets.

23

Conducting a portion of our operations through joint ventures in which we do not have 100% ownership interest, and which are not operated solely for the benefit of our stockholders, exposes us and our stockholders to risks and uncertainties, many of which are outside of our control.

We currently operate parts of our business through a joint venture, Rio Grande LNG Intermediate Holdings, LLC (“Intermediate Holdings”) in which we do not have 100% ownership interest, and we may enter into additional joint ventures in the future. Joint ventures and minority investment inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks associated with the joint venture or minority investment. For example, except for the Member Reserved Matters (as defined below), the affairs of Intermediate Holdings will otherwise be managed by a board of managers (the “Intermediate Holdings Board”). The Intermediate Holdings Board will be composed of up to four managers appointed by the NextDecade Member (the “Class A Managers”), including one Class A Manager designated by the TTE Member, and managers appointed by members holding a minimum percentage of the Class B limited liability company interests in Intermediate Holdings (the “Class B Managers”). Approval of any matter by the Intermediate Holdings Board will require the consent of a majority of the Class A Managers voting on the matter and Class B Managers representing a majority of the Class B limited liability company interests in Intermediate Holdings for such matter, as applicable; provided that (i) certain specified “qualified matters,” “supermajority matters,” and “unanimous matters” are reserved to the approval of the members of Intermediate Holdings (the "Member Reserved Matters") holding a requisite percentage of the applicable classes of limited liability company interests in Intermediate Holdings, and (ii) related party transactions will be subject to approval in accordance with the procedures specified in the JV Agreement.  Pursuant to the JV Agreement, the NextDecade Member will be entitled to receive up to approximately 20.8% of distributions of available cash of Intermediate Holdings to its members during operations; provided, that a majority of the Intermediate Holdings distributions to which the NextDecade Member is otherwise entitled will be paid for any distribution period only after the Financial Investor Member receives an agreed distribution threshold in respect of such distribution period and certain other deficit payments from prior distribution periods, if any, are made. Any such shortfall in distributions that the NextDecade Member would otherwise have been entitled to will accrue as an arrearage to be paid out in future periods in which Intermediate Holdings meets the applicable target distribution threshold for the Financial Investor Member. Challenges and risks presented by joint venture structures not otherwise present with respect to our wholly-owned subsidiaries and direct operations, include:

● our joint ventures may fail to generate the expected financial results, and the return may be insufficient to justify our investment of effort and/or funds;

● we may not control the joint ventures or our venture partners may hold veto rights over certain actions;

● the level of oversight, control and access to management information we are able to exercise with respect to these operations may be lower compared to our wholly-owned businesses, which may increase uncertainty relating to the financial condition of these operations, including the credit risk profile;

● we may experience impasses or disputes with our joint venture partners on certain decisions, which could require us to expend additional resources to resolve such impasses or disputes, including litigation or arbitration;

● we may not have control over the timing or amount of distributions from the joint ventures;

● our joint venture partners may have business or economic interests that are inconsistent with ours and may take actions contrary to our interests;

● our joint venture partners may fail to fund capital contributions or fail to fulfill their obligations as partners;

● the arrangements governing our joint ventures may contain restrictions on the conduct of our business and may contain certain conditions or milestone events that may never be satisfied or achieved;

● we may suffer losses as a result of actions taken by our venture partners with respect to our joint ventures; and

● it may be difficult for us to exit joint ventures if an impasse arises or if we desire to sell our interest for any reason.

We believe an important element in the success of any joint venture is a solid relationship between the members of that venture. If there is a change in ownership, a change of control, a change in management or management philosophy, a change in business strategy or another event with respect to a member of our joint venture that adversely impacts the relationship between the venture partners, it could adversely impact such venture.

If our partners are unable or unwilling to invest in our joint venture in the manner that is anticipated or otherwise fail to meet their contractual obligations, the joint venture may be unable to adequately perform and conduct its respective operations, or may require us to provide, or make other arrangements for additional financing for the joint venture. Such financing may not be available on favorable terms, or at all.

Joint venture partners, controlling shareholders, management or other persons or entities who control them may have economic or business interests, strategies or goals that are inconsistent with ours. Business decisions or other actions or omissions of the joint venture partners, controlling shareholders, management or other persons or entities who control them may adversely affect the value of our investment, result in litigation or regulatory action against us and otherwise damage our reputation. Any such circumstance could materially adversely affect our results of operations, financial condition, cash flows and/or prospects.

24

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer

The following table summarizes stock repurchases for the three months ended June 30, 2023:

Period	Total Number of Shares Purchased (1)		Average Price Paid Per Share (2)		Total Number of Shares Purchased as a Part of Publicly Announced Plans		Maximum Number of Shares That May Yet Be Purchased Under the Plans
April 2023		—	$	-		—		—
May 2023		—		—		—		—
June 2023		3,208		7.31		—		—

⁽¹⁾ Represents shares of Company common stock surrendered to us by participants in the 2017 Plan to settle the participants’ personal tax liabilities that resulted from the lapsing of restrictions on awards made to the participants under the 2017 Plan.

⁽²⁾ The price paid per share of Company common stock was based on the closing trading price of such stock on the dates on which we repurchased shares of Company common stock from the participants under the 2017 Plan.

Item 3.   Defaults Upon Senior Securities

None.

Item 4.   Mine Safety Disclosures

Not applicable.

Item 5.   Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended June 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

25

Item 6. Exhibits 

Exhibit No.	Description
3.1	Second Amended and Restated Certificate of Incorporation of NextDecade Corporation, dated July 24, 2017(Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed July 28, 2017).
3.2	Amended and Restated Bylaws of NextDecade Corporation, as amended March 3, 2021(Incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 filed June 24, 2022).
3.3	Certificate of Designations of Series A Convertible Preferred Stock, dated August 9, 2018 (Incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-3, filed December 20, 2018).
3.4	Certificate of Designations of Series B Convertible Preferred Stock, dated September 28, 2018 (Incorporated by reference to Exhibit 3.4 of the Registrant’s Quarterly Report on Form 10-Q, filed November 9, 2018).
3.5	Certificate of Designations of Series C Convertible Preferred Stock, dated March 17, 2021 (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed March 18, 2021).
3.6	Certificate of Amendment to Certificate of Designations of Series A Convertible Preferred Stock, dated July 12, 2019 (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed July 15, 2019).
3.7	Certificate of Amendment to Certificate of Designations of Series B Convertible Preferred Stock, dated July 12, 2019 (Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed July 15, 2019).
3.8	Certificate of Increase to Certificate of Designations of Series A Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019 (Incorporated by reference to Exhibit 3.7 of the Registrant's Quarterly Report on Form 10-Q, filed August 6, 2019).
3.9	Certificate of Increase to Certificate of Designations of Series B Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019 (Incorporated by reference to Exhibit 3.8 of the Registrant’s Quarterly Report on Form 10-Q, filed August 6, 2019).
10.1*+	Second Amendment to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement, and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility.
10.2*+	Third Amendment to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement, and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility.
10.3*	Common Stock Purchase Agreement, dated as of June 13, 2023, by and between the Company and the Purchaser.
10.4*	Registration Rights Agreement, dated as of June 14, 2023, by and between the Company and the Purchaser.
10.5*	Purchaser Rights Agreement, dated as of June 14, 2023, by and between the Company and the Purchaser.
10.6*+	Indenture, dated as of July 12, 2023, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee.
10.7*+	Credit Agreement, dated as of July 12, 2023, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Administrative Agent, Mizuho Bank (USA), as P1 Collateral Agent, and the other agents and lenders party thereto.
10.8*+	Credit Agreement, dated as of July 12, 2023, by and among Rio Grande LNG, LLC, as Borrower, TotalEnergies Holdings SAS, MUFG Bank, Ltd., as TCF Administrative Agent, Mizuho Bank (USA), as TCF Collateral Agent, and the other agents and lenders party thereto.
10.9*+	Common Terms Agreement, dated as of July 12, 2023, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Intercreditor Agent, and the senior secured debt holder representatives party thereto from time to time.
10.10*+	Collateral and Intercreditor Agreement, dated as of July 12, 2023, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Intercreditor Agent, Mizuho Bank (USA), as P1 Collateral Agent, and the senior secured debt holder representatives party thereto from time to time.
10.11*+	Pledge Agreement, dated as of July 12, 2023, by and among Rio Grande LNG Holdings, LLC, as Pledgor, and Mizuho Bank (USA), as P1 Collateral Agent.
10.12*+	Accounts Agreement, dated as of July 12, 2023, by and among Rio Grande LNG, LLC, as Borrower, Mizuho Bank (USA), as P1 Collateral Agent, and JPMorgan Chase Bank, N.A., as P1 Accounts Bank.
10.13*+	Amended and Restated Limited Liability Company Agreement of Rio Grande LNG Intermediate Holdings, LLC.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	Furnished herewith.
+	Certain portions of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NEXTDECADE CORPORATION
Date:  August 14, 2023	By:	/s/ Matthew K. Schatzman
		Matthew K. Schatzman
		Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)
Date:  August 14, 2023	By:	/s/ Brent E. Wahl
		Brent E. Wahl
		Chief Financial Officer
		(Principal Financial Officer)

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