Sec Form 13D Filing - Mubadala Investment Co PJSC filing for NextDecade Corp. (NEXT) - 2023-07-13

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 2)*

Under the Securities Exchange Act of 1934

NextDecade Corporation
(Name of Issuer)

Common Stock, $0.001 Par Value
(Title of Class of Securities)

65342K 105
(CUSIP Number)

Ninteenth Investment Company LLC
P.O. Box 45005
Abu Dhabi
United Arab Emirates
+971 2413-400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 12, 2023
(Date of Event which Requires Filing of this Statement)

* Includes shares owned by Ninteenth Investment Company LLC

** The percentage calculation is based on an aggregate of 158,592,788 shares of common stock outstanding as of July 13, 2023.

* Includes shares owned by Ninteenth Investment Company LLC

** The percentage calculation is based on an aggregate of 158,592,788 shares of common stock outstanding as of July 13, 2023.

* The percentage calculation is based on an aggregate of 158,592,788 shares of common stock outstanding as of July 13, 2023.

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on December 11, 2019 (the “Schedule 13D”).

This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed as such terms in Schedule 13D.  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 5 of the Schedule 13D is hereby amended and supplemented by replacing the first paragraph therein with the following:

The aggregate percentage of Shares reported owned by each person named herein is based on an aggregate of 158,592,788 shares of common stock outstanding as of July 13, 2023.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end of Item 6:

2023 Voting Agreement

Pursuant to a voting agreement, dated as of July 12, 2023, (the “Voting Agreement”) by and between Ninteenth Investment Company LLC and NextDecade Corporation, a Delaware corporation (the “Company”), Ninteenth Investment Company LLC agreed, among other things, (a) to vote in favor of, and granted a proxy to Brent E.  Wahl and Vera de Gyarfas (officers of the Company) to vote in favor of, certain matters brought to a vote of the stockholders of the Company with respect to the private placements of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to be sold to Global LNG North America Corp., a Delaware corporation (the “Purchaser”) and an affiliate of TotalEnergies SE pursuant to the common stock purchase agreement, dated as of June 13, 2023 (the “Stock Purchase Agreement”) and (b) agreed to refrain from transferring their shares unless certain conditions are satisfied, subject to an exception for sales pursuant to which the transferee agrees in writing to be bound to the terms of the Voting Agreement.  The Voting Agreement terminates if, among other things, the Stock Purchase Agreement terminates.  References to, and descriptions of, the Voting Agreement

set forth herein are not intended to be complete and are qualified in their entirety by reference to the text of the agreement, which is attached as Exhibit 10.6 hereto.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibit:

10.6       Voting Agreement, dated as of July 12, 2023.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 13, 2023