Form S-3 - Registration Statement Under The Securities Act Of 1933 - United States Securities And Exchange Commission Page 8

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Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus and any accompanying prospectus supplement and the documents incorporated herein or therein by reference include forward-
looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than
statements of historical fact contained in this prospectus, including statements regarding our future results of operations and financial position,
strategy and plans, and our expectations for future operations, are forward-looking statements. The words “anticipate,” “contemplate,” “estimate,”
“expect,” “project,” “plan,” “intend,” “believe,” “may,” “might,” “will,” “should,” “can have,” “likely,” “continue,” “design” and other words and
terms of similar expressions, are intended to identify forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe
may affect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives and financial needs.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ from those expressed
in our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements are subject to
change and inherent risks and uncertainties, including those described in the section entitled “Risk Factors” herein and in our Annual Report,
Quarterly Reports and Definitive Proxy Statement, which are incorporated by reference into this prospectus, or any subsequently filed Annual Report
or Quarterly Reports incorporated by reference into this prospectus. You should consider our forward-looking statements in light of a number of
factors that may cause actual results to vary from our forward-looking statements including, but not limited to:
our ability to maintain the listing of our Common Stock and Warrants on Nasdaq or another securities exchange following the Business
Combination;
changes adversely affecting the business in which NextDecade is engaged;
management of growth;
general economic conditions;
NextDecade’s development LNG liquefaction and export projects;
NextDecade’s ability to secure additional debt and equity financing in the future to complete the terminal at the Port of Brownsville in
southern Texas (the “Terminal”) and an associated 137-mile pipeline to supply gas to the Terminal (the “Pipeline” together with the
Terminal, the “Project”);
the accuracy of estimated costs for the Project;
the governmental approval of construction and operation of the Project;
the successful completion of the Project by third-party contractors;
NextDecade’s ability to generate cash;
the development risks, operational hazards, regulatory approvals applicable to Rio Grande LNG’s construction and operations activities;
NextDecade’s anticipated competitive advantage;
the global demand for and price of natural gas (versus the price of imported LNG);
the availability of LNG vessels worldwide;
legislation and regulations relating to the LNG industry;
negotiations for the Terminal site lease and right-of-way options for the Pipeline route;
compliance with environmental laws and regulations; and
the result of future financing efforts.
You should not rely upon forward-looking statements as predictions of future events. In addition, neither we nor any other person assumes
responsibility for the accuracy and completeness of any of these forward-looking statements. The forward-looking statements contained in this
prospectus are made as of the date hereof, and we assume no obligation to update or supplement any forward-looking statements.
Please read “Risk Factors” herein and incorporated from our Annual Report, Quarterly Reports and Definitive Proxy Statement and other filings we
make with the SEC for a more complete discussion of the risks and uncertainties mentioned above and for a discussion of other risks and
uncertainties. All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as
others made in this prospectus, our Annual Report, Quarterly Reports, Definitive Proxy Statement and hereafter in our other SEC filings and public
communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties. Note that forward-
looking statements speak only as of the date of this prospectus or, in the case of any accompanying prospectus supplement or documents incorporated
by reference, the date of any such document. Except as required by applicable law, we do not undertake any obligation to publicly correct or update
any forward-looking statement.
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