UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~June~~ 24January 23, ~~2024~~2025 (~~June~~January 2023, ~~2024~~2025)

NXG NextGen Infrastructure Income Fund

(Exact name of registrant as specified in its charter)

Delaware	811-22499	46-0742000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
600 N. Pearl Street, Suite 1205 Dallas, Texas		75201
One Energy Square, 4925 Greenville Avenue, Suite 1310 Dallas Texas		75206
(Address of principal executive offices)		(Zip Code)

Registrants telephone number, including area code (214) 692-6334

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Shares of Beneficial Interest

NXG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

[ ]	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement.~~Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers

On ~~June 20, 2024, NXG NextGen Infrastructure Income~~ ~~Fund~~January ~~(the “Fund”) entered into a dealer manager agreement (the “Dealer Manager Agreement”) by and among the Fund~~23, ~~Cushing®~~ ~~Asset Management~~2025, ~~LP, d/b/a NXG Investment Management and UBS Securities LLC in connection with~~ the ~~issuance~~Board ~~by the Fund to the holders~~ of ~~record~~Trustees (the “~~Record Date Shareholders~~Board”) ~~at the close~~ of ~~business~~NXG onNextGen ~~June~~Infrastructure ~~20,~~Income ~~2024~~Fund (the “~~Record Date~~Fund”) ~~transferable rights (each a “Right” and, collectively, the “Rights”) entitling such Record Date Shareholders~~ toaccepted ~~subscribe for up to 867,238 common shares of beneficial interest, par value $0.001 per share (~~the ~~“Common~~retirement ~~Shares”),~~ of ~~the~~ ~~Fund~~Ronald ~~(the “Offer”)~~P. ~~The~~Trout Record Date Shareholders will receive one Right for each outstanding Common Share owned on the Record Date. The Rights entitle the holders to purchase one new Common Share for every three Rights held (1 for 3). Record Date Shareholders who fully exercise their Rights will be entitled to subscribe, subject to certain limitations and subject to allotment, for additional Common Shares covered by any unexercised Rights. Any Record Date Shareholder who owns fewer than three Common Shares as ofa ~~the~~Trustee ~~close~~ of ~~business~~ on the ~~Record Date is entitled to subscribe for one full Common Share in the Offer~~Fund.

~~The~~On January ~~Offer~~23, is2025, ~~being~~the ~~made~~Board ~~pursuant~~appointed aJohn ~~prospectus supplement~~Musgrave, ~~dated~~ ~~June~~Chief ~~20,~~Executive ~~2024,~~Officer and ~~the~~President ~~accompanying~~of ~~prospectus~~the Fund, ~~dated~~as ~~June~~a ~~10,~~Trustee ~~2024,~~of ~~each~~the Fund to fill the vacancy created by the retirement of ~~which~~Mr. ~~constitute~~Trout. ~~part~~Mr. Musgrave serves as an Interested Trustee of the Fund’s ~~effective shelf~~as ~~registration~~a ~~statement~~result of onhis ~~Form~~position ~~N-2~~as ~~(File~~an ~~No.~~officer ~~333-278194)~~of ~~previously~~the ~~filed~~Fund’s ~~with~~investment ~~the~~adviser. ~~Securities~~Mr. ~~and~~Musgrave ~~Exchange~~is ~~Commission~~a ~~(the~~Class ~~“Registration Statement”)~~I Trustee.

~~The~~John H. ~~foregoing~~Alban ~~description~~was previously deemed to be an Interested Trustee of the ~~Dealer~~Fund ~~Manager~~as ~~Agreement~~a result of his prior position as an officer of the ~~does~~Fund’s investment adviser. Because Mr. Alban has not ~~purport~~had, toat beany ~~complete~~time since the beginning of the last two completed fiscal years of the Funds, a material business or professional relationship with the Fund’s investment adviser and is ~~qualified~~not inotherwise defined ~~its~~as ~~entirety~~an by“Interested ~~reference~~Person” to(as ~~the~~defined ~~full~~in ~~text~~Section 2(a)(19) of the ~~Dealer~~Investment ~~Manager~~Company ~~Agreement~~Act ~~filed~~of ~~with~~1940) of the Fund, ~~this~~Mr. ~~report~~Alban now serves as ~~Exhibit~~an 1Independent Trustee of the Fund.1 ~~and~~On ~~incorporated~~January ~~herein~~23, 2025, Mr. Alban was appointed by ~~reference~~the Board as a member of the Audit Committee of the Fund and the Nominating and Corporate Governance Committee of the Fund.

In connection with the Offer, the Fund entered into a Subscription Agent Agreement, dated June 20, 2024, with Equiniti Trust Company, LLC (“Subscription Agent Agreement”), and an Information Agent Agreement, dated June 20, 2024, with EQ Fund Solutions, LLC (“Information Agent Agreement”) to provide services with respect to the Offer.

The foregoing description is only a summary of the Subscription Agent Agreement and Information Agent Agreement and is qualified in its entirety by reference to the text of the Subscription Agent Agreement filed with this report as Exhibit 10.1 and incorporated herein by reference and Information Agent Agreement filed with this report as Exhibit 10.2 and incorporated herein by reference.

Item 8.01 Other Events.

On June 20, 2024, the Fund commenced the Offer pursuant to the Registration Statement. A copy of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the Offer is filed as Exhibit 5.1 to this report.

The Fund incorporates by reference the exhibits filed herewith into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	1.1	Dealer Manager Agreement, dated June 20, 2024
	5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
	10.1	Subscription Agent Agreement, dated June 20, 2024
	10.2	Information Agent Agreement, dated June 20, 2024
	23.1	Consent of Skadden, Ars, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
	99.1	Form of Notice of Guaranteed Delivery for Rights Offering
	99.2	Form of Subscription Certificate for Rights Offering

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NXG NEXTGEN INFRASTRUCTURE INCOME FUND
Date: June 24, 2024	By:	/s/Blake Nelson
Date: January 23, 2025	By:	/s/ Blake Nelson
	Name:	Blake Nelson
	Title:	Chief Financial Officer

Filing Compare · NXG NextGen Infrastructure Income Fund