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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001341004-23-000080 0001964891 XXXXXXXX LIVE 5 Common Stock, $0.0001 Par Value 12/09/2025 false 0001612720 65342K105 NextDecade Corporation 1000 Louisiana Street, Suite 3300 Houston TX 77002 Shawn Kim (929) 415-4433 280 Park Avenue 23rd Floor East Tower New York NY 10017 Copies to Eric C. Otness, Esq. (713) 655-5100 Skadden, Arps, Slate, Meagher & Flom LLP 1000 Louisiana, Suite 6800 Houston TX 77002-5026 0001964891 N HGC NEXT INV LLC b AF N DE 0 23410842 0 23410842 23410842 N 8.8 OO (1) The percentage calculation is based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025. 0001986015 N Hanwha Impact Partners Inc. b AF WC N DE 0 23410842 0 23410842 23410842 N 8.8 CO (1) The percentage calculation is based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025. 0001986018 N Hanwha Impact Global Corporation b AF N M5 0 23410842 0 23410842 23410842 N 8.8 CO (1) The percentage calculation is based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025. 0002024244 N Hanwha Aerospace Co., Ltd. b WC N M5 0 25620222 0 25620222 25620222 N 9.7 CO (1) The percentage calculation is based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025. 0002026776 N Hanwha Ocean USA International LLC b AF N DE 0 17536369 0 17536369 17536369 N 6.6 CO (1) The percentage calculation is based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025. 0002026775 N Hanwha Ocean USA Holdings Corp. b AF N DE 0 17536369 0 17536369 17536369 N 6.6 CO The percentage calculation in Row 13 is based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025. 0002024224 N Hanwha Ocean Co., Ltd. b WC N M5 0 17536369 0 17536369 17536369 N 6.6 CO (1) The percentage calculation is based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025. Common Stock, $0.0001 Par Value NextDecade Corporation 1000 Louisiana Street, Suite 3300 Houston TX 77002 This Amendment No. 5 ("Amendment No. 5") to Schedule 13D relates to the shares of common stock, $0.0001 par value per share ("Common Stock") of NextDecade Corporation, a Delaware corporation (the "Issuer"), and amends and supplements the initial statement on Schedule 13D filed on February 16, 2023, as amended by Amendment No. 1 thereto on July 18, 2023, Amendment No. 2 thereto on June 17, 2024, Amendment No. 3 thereto on July 31, 2024 and Amendment No. 4 thereto on November 20, 2025 (as amended, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings ascribed to them in the Schedule 13D. Item 3 of this Schedule 13D is hereby supplemented by the following: The purchase of a total of 4,373,970 shares of Common Stock by Hanwha Aerospace Co., Ltd. for an aggregate purchase price of $25,957,759.63 in open market transactions from November 21, 2025 to December 11, 2025 with funds drawn from the working capital of Hanwha Aerospace Co., Ltd. Item 4 of this Schedule 13D is hereby supplemented by the following: The information in Item 3 of this Schedule 13D is incorporated herein by reference. (a) Item (a) of this Schedule 13D are hereby amended and restated as follows: Calculations of the percentages of Common Stock beneficially owned are based on 264,801,408 shares of Common Stock issued and outstanding as of October 27, 2025 as set forth in the Issuer's most recent Form 10-Q, as filed with the Securities and Exchange Commission on October 30, 2025. The aggregate number and percentage of the Common Stock beneficially owned by each of the Reporting Persons are set forth on row 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. (b) Item (b) of this Schedule 13D are hereby amended and restated as follows: The aggregate number and percentage of the Common Stock for each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 10 of the cover pages of this Schedule 13D and are incorporated herein by reference. (c) Item (c) of this Schedule 13D are hereby amended and restated as follows: Hanwha Aerospace Co., Ltd. effected the following purchases with respect to the Common Stock during the past sixty days, all of which were open market purchases: * As previously reported, 591,837 shares at a VWAP of $6.0685 on November 11, 2025; 460,334 shares at a VWAP of $6.0826 on November 13, 2025; 244,330 shares at a VWAP of $6.0886 on November 14, 2025; 295,875 shares at a VWAP of $5.8683 on November 17, 2025; 462,576 shares at a VWAP of $5.9247 on November 18, 2025; 305,973 shares at a VWAP of $6.0362 on November 19, 2025 and 347,630 shares at a VWAP of $6.0205 on November 20, 2025. * Since the date of the prior amendment to this Schedule 13D, 419,477 shares at a VWAP of $5.7275 on November 21, 2025; 445,109 shares at a VWAP of $5.5937 on November 24, 2025; 285,502 shares at a VWAP of $5.7280 on November 25, 2025; 175,142 shares at a VWAP of $5.9536 on November 26, 2025; 111,084 shares at a VWAP of $6.1189 on November 28, 2025; 205,160 shares at a VWAP of $6.0545 on December 1, 2025; 310,964 shares at a VWAP of $5.9315 on December 2, 2025; 241,946 shares at a VWAP of $6.0373 on December 3, 2025; 243,959 shares at a VWAP of $6.1943 on December 4, 2025; 151,058 shares at a VWAP of $6.2136 on December 5, 2025; 39,467 shares at a VWAP of $6.2581 on December 8, 2025; 293,131 shares at a VWAP of $6.3597 on December 9, 2025; 600,000 shares at a VWAP of $6.0520 on December 10, 2025 and 851,971 shares at a VWAP of $5.8313 on December 11, 2025. Except as set forth above, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days. Item 6 of this Schedule 13D is hereby amended and supplemented as follows: The information in Item 3 of this Schedule 13D is incorporated herein by reference. HGC NEXT INV LLC By: Hanwha Impact Partners Inc., its managing member, By: /s/ Sunghyun Hong Sunghyun Hong, President 12/11/2025 Hanwha Impact Partners Inc. /s/ Sunghyun Hong Sunghyun Hong, President 12/11/2025 Hanwha Impact Global Corporation /s/ Sung Bin Lim Sung Bin Lim, President 12/11/2025 Hanwha Aerospace Co., Ltd. /s/ Jaeil Son Jaeil Son, Chief Executive Officer 12/11/2025 Hanwha Ocean USA International LLC /s/ Yeonsung Chang Yeonsung Chang, Chief Executive Officer/President 12/11/2025 Hanwha Ocean USA Holdings Corp. /s/ Yeonsung Chang Yeonsung Chang, Chief Executive Officer/President 12/11/2025 Hanwha Ocean Co., Ltd. /s/ Hee Cheul Kim Hee Cheul Kim, Chief Executive Officer 12/11/2025