NextDecade : Change in Certifying Accountants - Form 8-K

Item 4.01. Changes in Registrant's Certifying Accountant.

(a) Dismissal of Previous Independent Registered Public Accounting Firm; (b) Appointment of New Independent Registered Public Accounting Firm.

On March 20, 2024, the Audit Committee (the "Audit Committee") of the Board of Directors of NextDecade Corporation (the "Company") appointed KPMG LLP ("KPMG") as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2024, and on the same day voted to approve the dismissal of Grant Thornton LLP ("Grant Thornton") as its independent registered public accounting firm. Grant Thornton served as the Company's independent registered public accounting firm since 2018.

Grant Thornton's audit reports on the Company's consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that each report on the Company's consolidated financial statements contained an explanatory paragraph regarding the Company's ability to continue as a going concern based on the Company's recurring losses from operations and negative cash flows from operating activities as of December 31, 2023 and 2022.

During the Company's two most recent fiscal years ended December 31, 2023 and 2022, and during the subsequent interim period through March 20, 2024, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to Grant Thornton's satisfaction, would have caused Grant Thornton to make reference to the subject matter of the disagreements in its reports on the Company's consolidated financial statements for such years, and (ii) no "reportable events" as defined in Item 304(a)(1)(v) of Regulation S-K.

Pursuant to Item 304(a)(3) of Regulation S-K, the Company provided Grant Thornton with a copy of the disclosures in this Current Report on Form 8-K (this "Report") prior to filing this Report with the Securities and Exchange Commission (the "SEC"). The Company has requested that Grant Thornton furnish a letter addressed to the SEC stating whether or not Grant Thornton agrees with the statements above. A copy of Grant Thornton's letter dated March 25, 2024 is filed as Exhibit 16.1 to this Report.

During the Company's two most recent fiscal years ended December 31, 2023 and 2022, and during the subsequent interim period through March 20, 2024, neither the Company nor anyone acting on its behalf has consulted with KPMG, regarding either: (i) the application of accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a "reportable event" (as described in Item 304(a)(1)(v) of Regulation S-K).