---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-002411"
form_type: "8-K"
ticker: "NEXT"
cik: "0001612720"
company_name: "NextDecade Corp"
filed_at: "2023-02-03T23:59:59+00:00"
generated_at: "2026-06-20T01:03:27.024415+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# NextDecade raises $35M via private placement of 5.83M shares at $5.998/share

## Summary
- Sold 5,835,277 shares at $5.998/share to two existing stockholders for $35M.
- Proceeds to fund development activity ahead of FID on Rio Grande LNG trains 1-3.
- Closing expected on or about Feb 8, 2023; shares issued under Section 4(a)(2) exemption.
- Purchasers HGC NEXT INV LLC and Ninteenth Investment Company LLC each hold director nomination rights.
- Company to file resale registration statement within 90 days post-closing.

## SEC filing metadata
- accession: 0001437749-23-002411
- form_type: 8-K
- ticker: NEXT
- cik: 0001612720
- company_name: NextDecade Corp
- filed_at: 2023-02-03T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1612720/000143774923002411/0001437749-23-002411-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1612720/000143774923002411/next20230202_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-002411
- JSON: https://secwatch.observer/filing/0001437749-23-002411.json
- Plain text: https://secwatch.observer/filing/0001437749-23-002411.txt

## Key facts
- Material Agreements
  NextDecade Corp entered into Stock Purchase Agreement with HGC NEXT INV LLC and Ninteenth Investment Company LLC valued at approximately $35.0 million (effective 2023-02-03).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: HGC NEXT INV LLC and Ninteenth Investment Company LLC
  - Value: approximately $35.0 million
  - Effective: 2023-02-03
  source text: On February 3, 2023, NextDecade Corporation (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 (each a “ Purchaser ” and collectively, the “ Purchasers ”), pursuant to which the Company agreed to sell, and the Purchasers severally agreed to purchase, an aggregate of 5,835,277 shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), at a purchase price of $5.998 per share, representing the average closing trading price of the Common Stock for the five trading days immediately preceding signing the Stock Purchase Agreement, for an aggregate purchase price of approximately $35.0 million.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1612720/000143774923002411/0001437749-23-002411-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.