Form S-3 - Registration Statement Under The Securities Act Of 1933 - United States Securities And Exchange Commission Page 6

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Table of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration process. Under this shelf
process, the Selling Stockholders may, from time to time, offer and sell shares of our Common Stock in one or more offerings.
We will not receive any proceeds from the sale of shares of Common Stock to be offered by the Selling Stockholders pursuant to this prospectus,
except with respect to amounts received by us due to the exercise of the Warrants. However, we will pay the expenses, other than underwriting
discounts and commissions, associated with the sale of shares pursuant to this prospectus. To the extent appropriate, we and the Selling Stockholders,
as applicable, will deliver a prospectus supplement with this prospectus to update the information contained in this prospectus. The prospectus
supplement may also add, update or change information included in this prospectus. You should read both this prospectus and any applicable
prospectus supplement, together with additional information described below under the captions “Where You Can Find More Information” and
“Incorporation of Certain Information by Reference.”
Unless the context indicates otherwise, the terms “Company,” “Registrant,” “we,” “us” and “our” refer to (a) NextDecade Corporation and its
subsidiaries, including NextDecade, LLC, following the Closing Date and (b) Harmony prior to the Closing Date.
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