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Selling Stockholder information for each additional Selling Stockholder, if any, will be set forth by prospectus supplement to the extent required

prior to the time of any offer or sale of such Selling Stockholder’s shares pursuant to this prospectus. Any prospectus supplement may add, update,

substitute, or change the information contained in this prospectus, including the identity of each Selling Stockholder and the number of shares

registered on its behalf. A Selling Stockholder may sell otherwise transfer all, some or none of such shares in this offering. Please read “Plan of

Distribution” elsewhere in this prospectus.

After the Offering

(assuming the sale of all shares

Before the Offering

that may be sold hereunder)

Maximum

Percentage of

Number of

Outstanding

Percentage

Name and Address of

Number of

Common

To Be

Number of

of Outstanding

(1)

Beneficial Owner

Stock

Offered

Common Stock

(2)

Kathleen Eisbrenner

8,685,633

8.17%

8,685,633

—

(3)

Raymond Eisbrenner

28,499

—

(4)

René van Vliet

166,246

—

(5)

Alfonso Puga

94,998

—

(6)

Benjamin Atkins

92,623

—

(7)

Shaun Davison

132,997

—

(8)

Krysta De Lima

68,873

—

James Spencer

12,233

—

(9)

Eric S. Rosenfeld

1,681,798

1.58%

1,681,798

—

(10)

(11)

David D. Sgro

313,562

—

Gregory Monahan

135,721

—

(12)

Thomas Kobylarz

60,840

—

(13)

John P. Schauerman

22,500

—

(14)

Adam J. Semler

22,500

—

(15)

Leonard B. Schlemm

181,307

—

(16)

Joel Greenblatt

22,500

—

(17)

Jeff Hastings

150,000

—

(18)

NCIP Limited

40,000

—

(19)

The K2 Principal Fund L.P.

40,000

—

(20)

York Entities

57,781,121

54.37%

57,781,121

—

(21)

Valinor Entities

19,520,068

18.37%

19,520,068

—

(22)

Halcyon Entities

9,431,865

8.88%

9,431,865

—

(23)

GE Oil & Gas, LLC

3,211,391

3.02%

3,211,391

—

(24)

DKU 2013, LLC

292,500

—

(25)

Covalent Capital Partners Master Fund, L.P.

272,417

—

(26)

Cantor Fitzgerald & Co.

50,000

—

(27)

NexPoint Credit Strategies Fund

611,666

—

*Less than one percent

(1) Unless otherwise indicated, the business address of each of the individuals is c/o NextDecade Corporation, 3 Waterway Square Place, Suite 400,

The Woodlands, Texas 77380.

(2) Upon completion of the Business Combination, Kathleen Eisbrenner became the Chief Executive Officer and a director of NextDecade

Corporation. Prior to the Business Combination, she founded NextDecade, LLC and served as its Chairman, and Chief Executive Officer.

(3) Raymond Eisbrenner is the husband of Kathleen Eisbrenner.

(4) Upon completion of the Business Combination, René van Vliet became the Chief Operating Officer and a director of NextDecade Corporation.

Prior to the Business Combination, he served as the Chief Operating Officer and Chief Project Officer of NextDecade, LLC.

Form S-3 - Registration Statement Under The Securities Act Of 1933 - United States Securities And Exchange Commission Page 14

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