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Table of Contents

SUMMARY

The following summary highlights information contained elsewhere or incorporated by reference into this prospectus. It may not contain all the

information that may be important to you. You should read this entire prospectus carefully, including the section titled “Risk Factors” and our

historical consolidated financial statements and related notes incorporated by reference from our Annual Report, Quarterly Reports and

Definitive Proxy Statement.

Our Company

We are a Delaware corporation formed in May 2014 whose original objective was to acquire, through a merger, share exchange, asset

acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities.

On July 24, 2017 (the “Closing Date”), pursuant to the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated

April 17, 2017 (the “Merger Agreement”), entities affiliated with certain of the members of NextDecade, LLC (“NextDecade, LLC”) (the

“Blocker Companies”) merged with and into Harmony Merger Corp. (“Harmony”) (each a “Blocker Merger” and, together, the “Blocker

Mergers”), with Harmony being the surviving entity of the Blocker Mergers and, immediately thereafter Harmony Merger Sub, LLC (“Merger

Sub”) merged with and into NextDecade, LLC (the “Merger” and together with the Blocker Mergers, the “Transactions”) with NextDecade,

LLC being the surviving entity of the Merger and becoming a wholly-owned subsidiary of Harmony (the “Business Combination”).

We filed a Definitive Proxy Statement on Schedule 14A with the SEC, dated June 29, 2017, in respect of a special meeting of stockholders, at

which our stockholders voted to approve the Business Combination, the Merger Agreement and certain other related matters. Upon the

consummation of the Business Combination, we changed our corporate name to “NextDecade Corporation.” For more information on the

Business Combination and NextDecade Corporation, please read our Definitive Proxy Statement on Schedule 14A, filed with the SEC on June

29, 2017.

Sale Restriction

Pursuant to the terms and subject to the conditions of the Merger Agreement and certain lock-up agreements entered into at the Closing Date,

certain of the Selling Stockholders (holding a total of 99,838,213 shares of Common Stock) will not be able to sell any of the shares of Common

Stock (subject to limited exceptions) until one hundred and eighty days after the consummation of the Business Combination (the “Sale

Restriction”). The restriction on sales will end earlier than such date with respect to 50% of such shares immediately if the closing price of

Common Stock exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading

days within any 30-trading day period following the consummation of the Transactions.

Corporate Information

The mailing address of our principal executive office is 3 Waterway Square Place, Suite 400, The Woodlands, Texas 77380. We maintain a

website at The information contained on our website is not intended to form a part of, or be incorporated by

reference into, this prospectus.

Form S-3 - Registration Statement Under The Securities Act Of 1933 - United States Securities And Exchange Commission Page 9