GCEH / Global Clean Energy Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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Exhibit 99.4 August 12, 2025 Grapevine Energy (f/k/a Global Clean Energy) Announces Successful Completion of its Financial Restructuring ● Emerges from Chapter 11 as a privately-held company under new ownership ● Secures over $60 million in exit financing, contract support, and additional working capital liquidity ● Announces new executive leadership and Board of Directors to support execution of

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): August 11, 2025 GLOBAL CLEAN ENER

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): August 11, 2025 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-12627 87-0407858 (State or other jurisdiction of incorporation)

COMMON TERMS AND TERM INTERCREDITOR AGREEMENT dated as of August 11, 2025 GRAPEVINE ENERGY HOLDINGS, LLC, as the Holdco Borrower, Orion Energy Partners TP Agent, LLC, as Holdco Term Loan Administrative Agent on behalf of itself and the Holdco Term Le

Exhibit 4.4 COMMON TERMS AND TERM INTERCREDITOR AGREEMENT dated as of August 11, 2025 among GRAPEVINE ENERGY HOLDINGS, LLC, as the Holdco Borrower, Orion Energy Partners TP Agent, LLC, as Holdco Term Loan Administrative Agent on behalf of itself and the Holdco Term Lenders and as Holdco Term Collateral Agent and CTCI AMERICAS, INC., as CTCI Article I DEFINITIONS 2 Section 1.01 Certain Defined Term

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS houston DIVISION

Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS houston DIVISION ) In re: ) Chapter 11 ) Global clean energy ) Case No. 25-90113 (ARP) holdings, inc., et al.,1 ) ) Debtors. ) (Jointly Administered) ) ORDER CONFIRMING THE SECOND AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF GLOBAL CLEAN ENERGY HOLDINGS, INC. AND ITS DEBTOR AFFILIATES The above-captioned de

CREDIT AGREEMENT dated as of August 11, 2025 CENTRAL VALLEY RENEWABLE FUELS, LLC, as Borrower, the GUARANTORS party hereto, as Guarantors, the LENDERS party hereto, as the Lenders, VITOL AMERICAS CORP., as Administrative Agent and as Collateral Agent

Exhibit 4.2 CREDIT AGREEMENT dated as of August 11, 2025 among CENTRAL VALLEY RENEWABLE FUELS, LLC, as Borrower, the GUARANTORS party hereto, as Guarantors, the LENDERS party hereto, as the Lenders, and VITOL AMERICAS CORP., as Administrative Agent and as Collateral Agent TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Terms Generally 36 Section 1.03 Accoun

As filed with the Securities and Exchange Commission on August 12, 2025

As filed with the Securities and Exchange Commission on August 12, 2025 Registration No.

As filed with the Securities and Exchange Commission on August 12, 2025

As filed with the Securities and Exchange Commission on August 12, 2025 Registration No.

As filed with the Securities and Exchange Commission on August 12, 2025

As filed with the Securities and Exchange Commission on August 12, 2025 Registration No.

As filed with the Securities and Exchange Commission on August 12, 2025

As filed with the Securities and Exchange Commission on August 12, 2025 Registration No.

July 28, 2025

Exhibit 99.3 July 28, 2025 Global Clean Energy Announces Court Confirmation of its Plan of Reorganization BAKERSFIELD, Calif.-(BUSINESS WIRE)-Global Clean Energy Holdings, Inc. (“GCE” or the “Company”), a vertically integrated renewable fuels company, announced today that the U.S. Bankruptcy Court for the Southern District of Texas (the “Court”) has confirmed the Company’s Plan of Reorganization (

CREDIT AGREEMENT dated as of August 11, 2025 GRAPEVINE ENERGY HOLDINGS, LLC, as Holdco Borrower, THE HOLDCO TERM LENDERS FROM TIME TO TIME PARTY HERETO, Orion Energy Partners TP Agent, LLC, as Holdco Term Loan Administrative Agent TABLE OF CONTENTS

Exhibit 4.1 Execution Version CREDIT AGREEMENT dated as of August 11, 2025 among GRAPEVINE ENERGY HOLDINGS, LLC, as Holdco Borrower, THE HOLDCO TERM LENDERS FROM TIME TO TIME PARTY HERETO, and Orion Energy Partners TP Agent, LLC, as Holdco Term Loan Administrative Agent TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.01 Defined Terms 2 Section 1.02 Terms Generally 4 Section 1.03 Accountin

In the united states bankruptcy court for the southern district of texas houston DIVISION

Exhibit 99.2 In the united states bankruptcy court for the southern district of texas houston DIVISION ) In re: ) Chapter 11 ) Global clean energy ) Case No. 25-90113 (ARP) holdings, inc., et al.,[1] ) ) Debtors. ) (Jointly Administered) ) Re: Docket Nos. 301 & 348 NOTICE OF (I) ENTRY OF AN ORDER CONFIRMING THE SECOND AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF GLOBAL CLEAN ENERGY HOLDINGS,

PROCUREMENT, OPERATION & MAINTENANCE SUPPORT SERVICES AGREEMENT by and among Central Valley Renewable Fuels, LLC, as Owner, CTCI Americas, Inc., as Contractor, Grapevine Energy Holdings, LLC, as Guarantor Dated as of August 11, 2025 TABLE OF CONTENTS

Exhibit 4.5 PROCUREMENT, OPERATION & MAINTENANCE SUPPORT SERVICES AGREEMENT by and among Central Valley Renewable Fuels, LLC, as Owner, CTCI Americas, Inc., as Contractor, and Grapevine Energy Holdings, LLC, as Guarantor Dated as of August 11, 2025 TABLE OF CONTENTS 1. Definitions 1 2. Scope of Services 4 2.1 Services 4 2.2 Exclusions 5 3. Standard of Care; No Warranty 5 3.1 Standard of Care 5 3.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-12627 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact name of registrant as sp

August 11, 2025

Exhibit 3.1 LIMITED LIABILITY COMPANY AGREEMENT OF GRAPEVINE ENERGY HOLDINGS, LLC August 11, 2025 THE UNITS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDE

As filed with the Securities and Exchange Commission on August 12, 2025

As filed with the Securities and Exchange Commission on August 12, 2025 Registration No.

NEW SUPER SENIOR EXIT TERM CREDIT AGREEMENT dated as of August 11, 2025 GRAPEVINE ENERGY HOLDINGS, LLC, as Holdco Borrower, THE NEW SUPER SENIOR EXIT TERM LENDERS FROM TIME TO TIME PARTY HERETO, Orion Energy Partners TP Agent, LLC, as Holdco Term Loa

Exhibit 4.3 Execution Version NEW SUPER SENIOR EXIT TERM CREDIT AGREEMENT dated as of August 11, 2025 among GRAPEVINE ENERGY HOLDINGS, LLC, as Holdco Borrower, THE NEW SUPER SENIOR EXIT TERM LENDERS FROM TIME TO TIME PARTY HERETO, and Orion Energy Partners TP Agent, LLC, as Holdco Term Loan Administrative Agent Table of Contents Page Article I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.0

Entry into a Material Definitive Agreement, Bankruptcy or Receivership, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Regulation FD Disclosure, Financial Statements and Exhibits

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): April 14, 2025 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-12627 87-0407858 (State or other jurisdiction of incorporation) (

GLOBAL CLEAN ENERGY HOLDINGS AND CERTAIN KEY STAKEHOLDERS INITIATE FORMAL PATHWAY AIMED AT ACHIEVING A SUSTAINABLE CAPITAL STRUCTURE

Exhibit 99.1 GLOBAL CLEAN ENERGY HOLDINGS AND CERTAIN KEY STAKEHOLDERS INITIATE FORMAL PATHWAY AIMED AT ACHIEVING A SUSTAINABLE CAPITAL STRUCTURE ● Enters into Restructuring Support Agreement with Secured Lenders and CTCI to Commence Voluntary Chapter 11 Proceeding ● Receives Commitment for $100 Million in New Money Debtor-In-Possession Financing and Services to Fully Support Day-to-Day Business O

RESTRUCTURING SUPPORT AGREEMENT

Exhibit 10.1 Execution Version THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND PROVISIONS OF THE BANKRUPTCY CODE. Nothing contained in thIS RESTRUCTURING

SUPPLY AND OFFTAKE AGREEMENT

Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[…***…]” BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUPPLY AND OFFTAKE AGREEMENT This Supply and Offtake Agreement (this “Agreement”) dated as of June 25, 2024 (the “Effective Date”), is made by and between Bakersfield Renewable Fuels, LLC, a Delaware lim

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Exhibit 10.3 Personal and Confidential April 10, 2025 Re: Retention Agreement Dear [ ]: This letter agreement (this “Agreement”) memorializes certain terms and conditions of your continued employment with Global Clean Energy Holdings, Inc. (the “Company”), which shall be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”). Capitalized terms us

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 8, 2025 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.

AMENDMENT NO. 22 TO CREDIT AGREEMENT

Execution Version AMENDMENT NO. 22 TO CREDIT AGREEMENT This AMENDMENT NO. 22 TO CREDIT AGREEMENT (this “Agreement”), dated as of April 3, 2025 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-12627 CUSIP Number: 378989206 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-12627 CUSIP Number: 378989206 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

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): February 27, 2025 GLOBAL CLEAN EN

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): February 27, 2025 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

AMENDMENT NO. 21 TO CREDIT AGREEMENT

Execution Version AMENDMENT NO. 21 TO CREDIT AGREEMENT This AMENDMENT NO. 21 TO CREDIT AGREEMENT (this “Agreement”), dated as of February 27, 2025 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability com

AMENDMENT NO. 20 TO CREDIT AGREEMENT

Execution Version AMENDMENT NO. 20 TO CREDIT AGREEMENT This AMENDMENT NO. 20 TO CREDIT AGREEMENT (this “Agreement”), dated as of February 21, 2025 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability com

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 21, 2025 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

AMENDMENT NO. 19 TO CREDIT AGREEMENT

Execution Version AMENDMENT NO. 19 TO CREDIT AGREEMENT This AMENDMENT NO. 19 TO CREDIT AGREEMENT (this “Agreement”), dated as of January 27, 2025 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability comp

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 27, 2025 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

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): January 27, 2025 GLOBAL CLEAN ENE

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): January 27, 2025 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

Current Report

Execution Version AMENDMENT NO. 19 TO CREDIT AGREEMENT This AMENDMENT NO. 19 TO CREDIT AGREEMENT (this “Agreement”), dated as of January 27, 2025 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability comp

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 16, 2024 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

Global Clean Energy Holdings Delivers First Renewable Diesel from Bakersfield Renewable Fuels Facility Production marks success of vertically integrated farm-to-fuel platform Initial production of ~250,000 gallons of renewable diesel per day as Facil

PRIVILEGED & CONFIDENTIAL Global Clean Energy Holdings: Production– Press Release Global Clean Energy Holdings Delivers First Renewable Diesel from Bakersfield Renewable Fuels Facility Production marks success of vertically integrated farm-to-fuel platform Initial production of ~250,000 gallons of renewable diesel per day as Facility continues to ramp production LOS ANGELES, CA – December 20, 2024 – Global Clean Energy Holdings, Inc.

AMENDMENT NO. 18 TO CREDIT AGREEMENT

Execution Version AMENDMENT NO. 18 TO CREDIT AGREEMENT This AMENDMENT NO. 18 TO CREDIT AGREEMENT (this “Agreement”), dated as of December 16, 2024 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability com

Global Clean Energy Holdings, Inc. 6451 Rosedale Highway Bakersfield, CA 93308

Global Clean Energy Holdings, Inc. 6451 Rosedale Highway Bakersfield, CA 93308 December 19, 2024 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance Office of Industrial Applications of Services Attention: Michael Fay Li Xiao Re: Global Clean Energy Holdings, Inc. Form 10-K For the fiscal year ended December 31, 2023 Filed April 6,

Submission of Matters to a Vote of Security Holders

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): November 20, 2024 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

Management Services Agreement, dated as of August 29, 2024, by and between Bakersfield Renewable Fu

Execution Version MANAGEMENT SERVICES AGREEMENT DATED August 29, 2024 BETWEEN BAKERSFIELD RENEWABLE FUELS, LLC (COMPANY) and ENTARA LLC (SERVICE PROVIDER) CONTENTS Section Page 1 Definitions and Interpretation 1 2 Term 10 3 Responsibility Matrix 10 4 Representatives 11 5 Staff and Personnel 11 6 The Services 12 7 Delegation and Subcontracting 12 8 Plans and Budgets 13 9 Payment for Provision of Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-1262

Amendment to Supply and Offtake Agreement, dated as of November 4, 2024, by and between Bakersfield Renewable Fuels, LLC and Vitol Americas Corp.

Execution Version Amendment to Supply and Offtake Agreement November 4, 2024 Bakersfield Renewable Fuels, LLC c/o Global Clean Energy Holdings, Inc.

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): November 4, 2024 GLOBAL CLEAN ENE

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): November 4, 2024 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

Termination of a Material Definitive Agreement

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): October 21, 2024 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): August 28, 2024 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (

Bakersfield Renewable Fuels, LLC Executive Short-Term Incentive Plan and Form of Award Agreement

Execution Version Bakersfield Renewable Fuels, LLC Executive Short-Term Incentive Plan 1.

, by and among BKRF OCB, LLC, BKRF OCP, LLC, Bakersfield Renewable Fuels, LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, and the lenders referred to therein

Execution Version AMENDMENT NO. 17 TO CREDIT AGREEMENT This AMENDMENT NO. 17 TO CREDIT AGREEMENT (this “Agreement”), dated as of August 29, 2024 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-12627 GLO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-12627 CUSIP Number: 378989206 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-12627 CUSIP Number: 378989206 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

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): July 15, 2024 GLOBAL CLEAN ENERGY

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): July 15, 2024 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.

GCEH / Global Clean Energy Holdings, Inc. / ExxonMobil Renewables LLC - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) Global Clean Energy Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 378989206 (CUSIP Number) ExxonMobil Renewables LLC 22777 Springwoods Village Parkway Spring, TX 77389 with copies to: Louis Goldberg Davis Polk & Wardwell LL

Supply and Offtake Agreement, dated as of June 25, 2024, by and between Bakersfield Renewable Fuels, LLC and Vitol Americas Corp.

Exhibit 10.9 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[…***…]” BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUPPLY AND OFFTAKE AGREEMENT This Supply and Offtake Agreement (this “Agreement”) dated as of June 25, 2024 (the “Effective Date”), is made by and between Bakersfield Renewable Fuels, LLC, a

Pledge and Security Agreement, dated as of June 25, 2024, between Bakersfield Renewable Fuels, LLC, BKRF OCB, LLC, BKRF OCP, LLC, and Vitol Americas Corp., as collateral agent

Exhibit 10.7 PLEDGE AND SECURITY AGREEMENT Dated as of June 25, 2024 among BAKERSFIELD RENEWABLE FUELS, LLC, as Borrower, BKRF OCB, LLC, as Term Loan Borrower, BKRF OCP, LLC, as Holdings, EACH OF THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME and VITOL AMERICAS CORP., as Collateral Agent TABLE OF CONTENTS Page Schedules Schedule I Pledged Equity Interests; Pledged Debt Schedule II Instruments a

Credit Agreement, dated as of June 25, 2024, among Bakersfield Renewable Fuels, LLC, BKRF OCB, LLC, BKRF OCP, LLC, the lenders party thereto, and Vitol Americas Corp., as administrative agent and as collateral agent

Exhibit 10.6 CREDIT AGREEMENT dated as of June 25, 2024 among BAKERSFIELD RENEWABLE FUELS, LLC, as Borrower, BKRF OCB, LLC and BKRF OCP, LLC, as Guarantors, The LENDERS Party Hereto, as the Lenders, and VITOL AMERICAS CORP., as Administrative Agent and as Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Terms Generally 34 SECTION 1.03 Accoun

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 25, 2024 GLOBAL CLEAN ENERGY

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 25, 2024 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.

Amended and Restated Guaranty Agreement, dated as of June 25, 2024, by and between Global Clean Energy Holdings, Inc. and Orion Energy Partners TP Agent, LLC, as collateral agent

Exhibit 10.5 AMENDED AND RESTATED GUARANTY AGREEMENT This AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”), dated as of June 25, 2024 (the “Effective Date”), is made SUSTAINABLE OILS, INC, a Delaware corporation (the “Guarantor”), in favor of ORION ENERGY PARTNERS TP AGENT, LLC (“OIC”), as Administrative Agent (as defined below), for itself and on behalf of each other Secured Party as def

Intercreditor Agreement, dated as of June 25, 2024, is made by and among Vitol Americas Corp., in its personal capacity and in its capacity as RCF Collateral Agent, Orion Energy Partners TP Agent, LLC, as Term Loan Collateral Agent, the term loan creditors party thereto, BKRF OCB, LLC, Bakersfield Renewable Fuels, LLC and BKRF OCP, LLC

Exhibit 10.8 INTERCREDITOR AGREEMENT dated as of June 25, 2024 among VITOL AMERICAS CORP., as RCF Representative, ORION ENERGY PARTNERS TP AGENT, LLC, as Term Loan Representative THE TERM LOAN CREDITORS PARTY HERETO FROM TIME TO TIME, BAKERSFIELD RENEWABLE FUELS, LLC, as Project Company BKRF OCB, LLC, as BKRF Borrower and BKRF OCP, LLC, as Holdings |US-DOCS\149079678.29|| TABLE OF CONTENTS SECTION

Transaction Agreement, dated as of June 25, 2024, by and among Global Clean Energy Holdings, Inc., BKRF HCB, LLC, BKRF OCP, LLC, BKRF OCB, LLC, Bakersfield Renewable Fuels, LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, and the lenders referred to therein

Exhibit 10.2 TRANSACTION AGREEMENT dated as of June 25, 2024 by and among THE COMPANY PARTIES PARTY HERETO, THE LENDERS PARTY TO THE CREDIT AGREEMENT PARTY HERETO, and ORION ENERGY PARTNERS TP AGENT, LLC |US-DOCS\149621694.11|| ARTICLE I DEFINITIONS...........................................................................................................4 Section 1.1. Defined Terms................

Amendment No. 16 to Credit Agreement, dated as of June 25, 2024, by and among BKRF OCB, LLC, BKRF OCP, LLC, Bakersfield Renewable Fuels, LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, and the lenders referred to therein

Exhibit 10.3 AMENDMENT NO. 16 TO CREDIT AGREEMENT This AMENDMENT NO. 16 TO CREDIT AGREEMENT (this “Agreement”), dated as of June 25, 2024 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (the

Settlement Agreement, dated and effective as of June 25, 2024, by and among Global Clean Energy Holdings, Inc., Bakersfield Renewable Fuels, LLC, Sustainable Oils, Inc., ExxonMobil Renewables LLC and ExxonMobil Oil Corporation

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[…***…]” BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SETTLEMENT AND MUTUAL RELEASE AGREEMENT THIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT (this “Agreement”), dated and effective as of June 25, 2024 (the “Effective Date”), is by and among Globa

SETTLEMENT AND MUTUAL RELEASE AGREEMENT

EX-7.1 2 dp213264ex0701.htm EXHIBIT 7.1 Exhibit 7.1 SETTLEMENT AND MUTUAL RELEASE AGREEMENT THIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT (this “Agreement”), dated and effective as of June 25, 2024 (the “Effective Date”), is by and among Global Clean Energy Holdings, Inc., a Delaware corporation (the “Company”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (“BKRF”), Sustai

Amended and Restated Secured Promissory Note, dated as of June 25, 2024, by and between Sustainable Oils, Inc. and BKRF OCB, LLC

Exhibit 10.4 AMENDED AND RESTATED SECURED PROMISSORY NOTE June 25, 2024 FOR VALUE RECEIVED, the undersigned SUSTAINABLE OILS, INC., a corporation organized and existing under the laws of Delaware (the “SusOils”), hereby promises to pay to the order of BKRF OCB, LLC, a limited liability company organized and existing under the laws of Delaware (“BKRF”), in lawful money of the United States of Ameri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-12627 GL

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 6, 2024 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.R.

Amendment No. 15 to Credit Agreement, dated as of May 6, 2024, by and among BKRF OCB, LLC, BKRF OCP, LLC, Bakersfield Renewable Fuels, LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, and the lenders referred to therein

Exhibit 10.1 AMENDMENT NO. 15 TO CREDIT AGREEMENT This AMENDMENT NO. 15 TO CREDIT AGREEMENT (this “Agreement”), dated as of May 6, 2024 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (the “

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): May 2, 2024 GLOBAL CLEAN ENERGY H

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): May 2, 2024 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.R.

Louis Dreyfus Company (LDC), Global Clean Energy Holdings, Inc., and Bayer Announce Strategic Collaboration to Promote Camelina Cultivation in Argentina as Part of Bayer's PRO Carbono Program

Louis Dreyfus Company (LDC), Global Clean Energy Holdings, Inc., and Bayer Announce Strategic Collaboration to Promote Camelina Cultivation in Argentina as Part of Bayer's PRO Carbono Program Buenos Aires, Argentina, May 2, 2024 – Louis Dreyfus Company (LDC), Global Clean Energy Holdings, Inc., and Bayer today announced a strategic collaboration to promote camelina cultivation in Argentina as part

Subsidiaries of Registrant

Exhibit 21.1 Subsidiaries of Global Clean Energy Holdings, Inc. Sustainable Oils, Inc., a Delaware corporation GCE Holdings Acquisitions, LLC, a Delaware limited liability company GCE Operating Company, LLC, a Delaware limited liability company Bakersfield Renewable Fuels, LLC, a Delaware limited liability company BKRF HCP, LLC, a Delaware limited liability company BKRF HCB, LLC, a Delaware limite

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-12627 GLOBAL CLEAN ENERGY

Amended and Restated Stock Option Agreement, dated October 16, 2023, by and between Noah Verleun and GCE Holdings, Inc.*

Exhibit 10.76 AMENDED AND RESTATED STOCK OPTION AGREEMENT THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (“Agreement”), effective as of October 16, 2023 (the “Effective Date”), is made by and between Global Clean Energy Holdings, Inc., a Delaware corporation (the “Company”), and Noah Verleun (“Optionee”). WHEREAS, Optionee has served in various roles at the Company and its affiliates since 2010;

Amended and Restated Stock Option Agreement, dated October 14, 2023, by and between Richard Palmer and GCE Holdings, Inc.*

Exhibit 10.75 AMENDED AND RESTATED STOCK OPTION AGREEMENT THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (“Agreement”), effective as of October 14, 2023 (the “Effective Date”), is made by and between Global Clean Energy Holdings, Inc., a Delaware corporation (the “Company”), and Richard Palmer (“Optionee”). WHEREAS, Optionee has served as the Company’s Chief Executive Officer pursuant to that ce

Description of the Securities of Global Clean Energy Holdings, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The common stock, par value $0.01 per share (the “common stock”) of Global Clean Energy Holdings, Inc. (“GCEH,” “we,” “our,” and “us”) is registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following summary does not purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and t

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 9, 2024 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.

Amended and Restated Revenue Sharing Agreement, dated as of April 9, 2024, by and between Sustainable Oils, Inc. and BKRF OCB, LLC

Exhibit 10.3 AMENDED AND RESTATED REVENUE SHARING AGREEMENT This AMENDED AND RESTATED REVENUE SHARING AGREEMENT (this “Agreement”) is made and entered into as of April 9, 2024, by and between Sustainable Oils, Inc., a Delaware corporation (the “SusOils”) and BKRF OCB, LLC, a Delaware limited liability company (“BKRF”). Each of SusOils and BKRF, is referred to herein individually a “Party” and, col

Amended and Restated Secured Promissory Note, dated as of April 9, 2024, by and between Sustainable Oils, Inc. and BKRF OCB, LLC

Exhibit 10.1 AMENDED AND RESTATED SECURED PROMISSORY NOTE April 9, 2024 FOR VALUE RECEIVED, the undersigned SUSTAINABLE OILS, INC., a corporation organized and existing under the laws of Delaware (the “SusOils”), hereby promises to pay to the order of BKRF OCB, LLC, a limited liability company organized and existing under the laws of Delaware (the “BKRF”), in lawful money of the United States of A

Amendment No. 14 to Credit Agreement, dated as of April 9, 2024, by and among BKRF OCB, LLC, BKRF OCP, LLC, Bakersfield Renewable Fuels, LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, and the lenders referred to therein

Exhibit 10.5 AMENDMENT NO. 14 TO CREDIT AGREEMENT This AMENDMENT NO. 14 TO CREDIT AGREEMENT (this “Agreement”), dated as of April 9, 2024 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (the

Sustainable Oils License Agreement, dated as of April 9, 2024, by and between Sustainable Oils, Inc. and Bakersfield Renewable Fuels, LLC

Exhibit 10.4 SUSTAINABLE OILS LICENSE AGREEMENT This Sustainable Oils License Agreement (“Agreement”) is entered into effective as of April 9, 2024 (the “Effective Date”) by Sustainable Oils, Inc., a Delaware corporation (“SusOils”), with offices at 4401 Innovation Street, Great Falls, MT 59404, and Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (the “ProjectCo”), with offi

Pledge and Security Agreement, dated as April 9, 2024, by and between Global Clean Energy Holdings, Inc. and Orion Energy Partners TP Agent, LLC, as collateral agent

Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT Dated as of April 9, 2024 between GLOBAL CLEAN ENERGY HOLDINGS, INC., as Pledgor, and ORION ENERGY PARTNERS TP AGENT, LLC, as Collateral Agent |US-DOCS\149205294.9|| TABLE OF CONTENTS Page ARTICLE I DEFINITIONS.......................................................................................................................... 2 Section 1.01 Defined T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-12627 CUSIP Number: 378989206 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-12627 CUSIP Number: 378989206 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

Separation Agreement and General Release, dated February 23, 2024, by and between Global Clean Energy Holdings, Inc. and Richard Palmer

Exhibit 10.1 February 23, 2024 Via Email Delivery (Original to Follow) Mr. Richard Palmer 3806 Newton Street Torrance, CA 90505 Dear Richard, In connection with your retirement, this letter confirms that your employment with Global Clean Energy Holdings, Inc. and all of its affiliates and subsidiaries (collectively, the “Company”) will end effective today, February 23, 2024. To receive the post-em

Global Clean Energy Chief Executive Officer and Founder Richard Palmer Announces Retirement President Noah Verleun Named as Interim Chief Executive Officer

Exhibit 99.1 Global Clean Energy Chief Executive Officer and Founder Richard Palmer Announces Retirement President Noah Verleun Named as Interim Chief Executive Officer LOS ANGELES, CA – February 29, 2024 – Global Clean Energy Holdings, Inc. (OTCQB:GCEH), renewable fuels innovator and the world’s leading camelina supplier, today announced that founder Richard Palmer has notified the Board of Direc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): February 23, 2024 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

As filed with the Securities and Exchange Commission on January 9, 2024

As filed with the Securities and Exchange Commission on January 9, 2024 Registration No.

Filing Fee Table (filed herewith).

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Global Clean Energy Holdings, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): December 18, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

Interim Settlement Agreement, effective as of December 18, 2023, by and between Bakersfield Renewable Fuels, LLC and CTCI Americas, Inc.

Execution Version Portions of this Exhibit have been redacted because they (i) are not material and (ii) would likely cause competitive harm if publicly disclosed.

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): November 17, 2023 GLOBAL CLEAN EN

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): November 17, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

Global Clean Energy Announces Advancements in Herbicide Resistant Camelina Varieties

Exhibit 99.1 FOR IMMEDIATE RELEASE November 15, 2023 CONTACT Amanda Parsons DeRosier | [email protected] Global Clean Energy Announces Advancements in Herbicide Resistant Camelina Varieties Global Clean Energy Holdings, Inc. (OTCQB:GCEH) today announced key advancements to accelerate adoption of Camelina sativa (camelina) in areas with higher use of two key herbicide groups, Group 2

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 15, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 Commission file number: 000-12627 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 87-0407858 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Se curi tie s Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number

GLOBAL CLEAN ENERGY REPORTS LARGEST CAMELINA ACREAGE WORLDWIDE Over 65,000 acres contracted in the U.S., South America, and Europe

Exhibit 99.1 FOR IMMEDIATE RELEASE October 4, 2023 CONTACT Amanda Parsons DeRosier, Global Clean Energy [email protected], 562-233-5146 GLOBAL CLEAN ENERGY REPORTS LARGEST CAMELINA ACREAGE WORLDWIDE Over 65,000 acres contracted in the U.S., South America, and Europe Great Falls, MT – Global Clean Energy Holdings Inc. (OTCQB:GCEH) today announced that its subsidiaries Sustainable Oils

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): October 4, 2023 GLOBAL CLEAN ENER

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): October 4, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defini

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): September 22, 2023 GLOBAL CLEAN E

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): September 22, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number

Guaranty Agreement, dated as of September 22, 2023, by Sustainable Oils, Inc. in favor of Orion Energy Partners TP Agent, LLC, as administrative agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 29, 2023).

Exhibit 10.3 Execution Version GUARANTY AGREEMENT This GUARANTY AGREEMENT, dated as of September 22, 2023 (the “Effective Date”), is made SUSTAINABLE OILS, INC, a Delaware limited liability company (the “Guarantor”), in favor of ORION ENERGY PARTNERS TP AGENT, LLC, as Administrative Agent (as defined below), for itself and on behalf of each other Secured Party as defined in the Credit Agreement re

Secured Promissory Note, dated as of September 22, 2023, by and between Sustainable Oils, Inc. and BKRF OCB, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 29, 2023).

Exhibit 10.1 Execution Version SECURED PROMISSORY NOTE September 22, 2023 FOR VALUE RECEIVED, the undersigned Sustainable Oils, Inc., a corporation organized and existing under the laws of Delaware (the “SusOils”), hereby promises to pay to the order of BKRF OCB, LLC, a limited liability company organized and existing under the laws of Delaware (the “BKRF”), in lawful money of the United States of

Pledge and Security Agreement, dated as of September 22, 2023, by and among Sustainable Oils, Inc., Global Clean Energy Holdings, Inc., and BKRF OCB, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 29, 2023).

Exhibit 10.2 Execution Version PLEDGE AND SECURITY AGREEMENT Dated as of September 22, 2023 among SUSTAINABLE OILS, INC., as SusOils, GLOBAL CLEAN ENERGY HOLDINGS, INC., as SusOils Pledgor, and BKRF OCB, LLC, as Secured Party or BKRF TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Rules of Interpretation 7 Section 1.03 UCC Definitions 7 ARTICLE II REPRESENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 Commission file number: 000-12627 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 87-0407858 (State or other jurisdiction of incorpora

Amendment No. 12 to Credit Agreement, dated as of June 21, 2023, by and among BKRF OCB, LLC, BKRF OCP, LLC, Bakersfield Renewable Fuels, LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, and the lenders referred to therein*

Exhibit 10.4 Execution Version AMENDMENT NO. 12 TO CREDIT AGREEMENT This AMENDMENT NO. 12 TO CREDIT AGREEMENT (this “Agreement”), dated as of June 21, 2023 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liab

Registration Rights Agreement Amendment, dated as of June 21, 2023, by Global Clean Energy Holdings, Inc., and the lenders party thereto*

Exhibit 10.5 Execution Version REGISTRATION RIGHTS AGREEMENT AMENDMENT This Registration Rights Agreement Amendment (this “Amendment”) to that certain RRA (as defined below), is dated as of this June 21, 2023 (the “Effective Date”), by and among Global Clean Holdings Inc., a Delaware corporation (the “Company”), Orion Energy Credit Opportunities Fund II, L.P., Orion Energy Credit Opportunities Fun

Form of Lender Warrant (Amendment No. 12 to Credit Agreement)*

Exhibit 10.6 WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (A) A REGISTRATION STATEMENT COVERING THIS WARRANT OR SUCH SECUR

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): July 5, 2023 GLOBAL CLEAN ENERGY

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): July 5, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.R

Registration Rights Agreement Amendment, dated as of July 5, 2023, by and among Global Clean Energy Holdings, Inc. and the lenders party thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on July 11, 2023).

Exhibit 10.5 Execution Version REGISTRATION RIGHTS AGREEMENT AMENDMENT This Registration Rights Agreement Amendment (this “Amendment”) to that certain RRA (as defined below), is dated as of this July 5, 2023 (the “Effective Date”), by and among Global Clean Holdings Inc., a Delaware corporation (the “Company”), Orion Energy Credit Opportunities Fund II, L.P., Orion Energy Credit Opportunities Fund

Amendment No. 13 to Credit Agreement, dated as of July 5, 2023, by and among BKRF OCB, LLC, BKRF OCP, LLC, Bakersfield Renewable Fuels, LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, and the lenders referred to therein

Exhibit 10.1 Execution Version AMENDMENT NO. 13 TO CREDIT AGREEMENT This AMENDMENT NO. 13 TO CREDIT AGREEMENT (this “Agreement”), dated as of July 5, 2023 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liabi

Amendment Agreement, dated as of July 5, 2023, by and among Global Clean Energy Holdings, Inc. and the lenders party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 11, 2023).

Exhibit 10.4 Execution Version AMENDMENT AGREEMENT This Amendment Agreement (this “Amendment”) is dated as of July 5, 2023 (the “Effective Date”), by and among Global Clean Holdings Inc., a Delaware corporation (the “Company”), Orion Energy Credit Opportunities Fund II, L.P., Orion Energy Credit Opportunities Fund II PV, L.P., Orion Energy Credit Opportunities Fund II GPFA, L.P., Orion Energy Cred

No. 8 to Credit Agreement, dated as of July 5, 2023, by and among BKRF OCB, LLC, BKRF OCP, LLC, Bakersfield Renewable Fuels, LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, and the lenders referred to therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 11, 2023).

Exhibit 10.2 Execution Version WAIVER NO. 8 TO CREDIT AGREEMENT This WAIVER NO. 8 TO CREDIT AGREEMENT, dated as of July 5, 2023 (this “Waiver”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (the “Project Compa

Form of Lender Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 11, 2023).

Exhibit 10.3 WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (A) A REGISTRATION STATEMENT COVERING THIS WARRANT OR SUCH SECUR

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 23, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.R

Form of Lender Warrant

Exhibit 10.2 WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (A) A REGISTRATION STATEMENT COVERING THIS WARRANT OR SUCH SECUR

Amendment No. 11 to Credit Agreement, dated as of May 19, 2023, by and among BKRF OCB, LLC, BKRF OCP, LLC, Bakersfield Renewable Fuels, LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, and the lenders referred to therein

Exhibit 10.1 Execution Version AMENDMENT NO. 11 TO CREDIT AGREEMENT This AMENDMENT NO. 11 TO CREDIT AGREEMENT (this “Agreement”), dated as of May 19, 2023 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liabi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 19, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.R

Registration Rights Agreement Amendment, dated as of May 19, 2023, by and among Global Clean Energy Holdings, Inc. and the lenders party thereto

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT AMENDMENT This Registration Rights Agreement Amendment (this “Amendment”) to that certain RRA (as defined below), is dated as of this May 19, 2023 (the “Effective Date”), by and among Global Clean Holdings Inc., a Delaware corporation (the “Company”), Orion Energy Credit Opportunities Fund II, L.P., Orion Energy Credit Opportunities Fund

Termination of a Material Definitive Agreement

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): May 19, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.R

GCEH / Global Clean Energy Holdings Inc / EXXON MOBIL CORP - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Global Clean Energy Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 378989206 (CUSIP Number) ExxonMobil Renewables LLC 22777 Springwoods Village Parkway Spring, TX 77389 with copies to: Louis Goldberg Davis Polk & Wardwell LL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 Commission file number: 000-12627 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 87-0407858 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 GLOBAL CLEAN ENERGY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-12627 GLOBAL CLEAN ENERGY HO

Subsidiaries of Registrant*

Exhibit 21.1 Subsidiaries of Global Clean Energy Holdings, Inc. Sustainable Oils, Inc., a Delaware corporation GCE Holdings Acquisitions, LLC, a Delaware limited liability company GCE Operating Company, LLC, a Delaware limited liability company GCEH CS Acquisition, LLC, a Delaware limited liability company Bakersfield Renewable Fuels, LLC, a Delaware limited liability company BKRF HCP, LLC, a Dela

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-12627 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-12627 CUSIP Number: 378989206 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-12627 CUSIP Number: 378989206 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ T

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): March 15, 2023 GLOBAL CLEAN ENERG

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): March 15, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 6, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the S ecuriti es Exchange Act of 1934 Date of Report (date of earliest event reported): February 28, 2023 GLOBAL CLEAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the S ecuriti es Exchange Act of 1934 Date of Report (date of earliest event reported): February 28, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Numbe

GCEH / Global Clean Energy Holdings Inc / EXXON MOBIL CORP - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Global Clean Energy Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 378989206 (CUSIP Number) ExxonMobil Renewables LLC 22777 Springwoods Village Parkway Spring, TX 77389 with copies to: Louis Goldberg Davis Polk & Wardwell LL

Pledge and Security Agreement, dated as of January 30, 2023, by and among Sustainable Oils, Inc., Global Clean Energy Holdings, Inc., and Orion Energy Partners TP Agent, LLC, as collateral agent

Exhibit 10.5 Execution Version PLEDGE AND SECURITY AGREEMENT Dated as of January 30, 2023 among SUSTAINABLE OILS, INC., as SusOils, GLOBAL CLEAN ENERGY HOLDINGS, INC., as SusOils Pledgor, and ORION ENERGY PARTNERS TP AGENT, LLC, as Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Defined Terms 2 Section 1.02 Rules of Interpretation 7 Section 1.03 UCC Definitions 7 ARTIC

Form of Lender Warrant

Exhibit 10.3 WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (A) A REGISTRATION STATEMENT COVERING THIS WARRANT OR SUCH SECUR

Registration Rights Agreement Amendment, dated as of January 30, 2023, by and among Global Clean Energy Holdings, Inc. and the lenders party thereto

Exhibit 10.4 Execution Version REGISTRATION RIGHTS AGREEMENT AMENDMENT This Registration Rights Agreement Amendment (this “Amendment”) to that certain RRA (as defined below), is dated as of this 30th day of January, 2023 (the “Effective Date”), by and among Global Clean Holdings Inc., a Delaware corporation (the “Company”), Orion Energy Credit Opportunities Fund II, L.P., Orion Energy Credit Oppor

Amendment No. 10 to Credit Agreement, dated as of January 30, 2023, by and among BKRF OCB, LLC, BKRF OCP, LLC, Bakersfield Renewable Fuels, LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, and the lenders referred to therein

EX-10.1 2 gceh033ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 10 TO CREDIT AGREEMENT This AMENDMENT NO. 10 TO CREDIT AGREEMENT (this “Agreement”), dated as of January 30, 2023 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield R

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 30, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number

Waiver No. 7 to Credit Agreement, dated as of January 30, 2023, by and among BKRF OCB, LLC, BKRF OCP, LLC, Bakersfield Renewable Fuels, LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, and the lenders referred to therein

Exhibit 10.2 Execution Version WAIVER NO. 7 TO CREDIT AGREEMENT This WAIVER NO. 7 TO CREDIT AGREEMENT, dated as of January 30, 2023 (this “Waiver”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (the “Project C

Amendment No. 2 to Turnkey Agreement with a Guaranteed Maximum Price for the Engineering, Procurement and Construction, dated January 10, 2023, by and between Bakersfield Renewable Fuels, LLC and CTCI Americas, Inc.

EX-10.1 2 gceh032ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version Amendment No. 2 to EPC Agreement This Amendment No. 2 to EPC Agreement (“Amendment”) to the Turnkey Agreement with a Guaranteed Maximum Price for the Engineering, Procurement and Construction of the Bakersfield Renewable Fuels Project by and between Bakersfield Renewable Fuels, LLC and CTCI Americas, Inc. dated as of May 18, 2

Owner Parent Guarantee, dated as of January 10, 2023, by and between Global Clean Energy Holdings, Inc. and CTCI Americas, Inc.

Exhibit 10.2 Execution Version OWNER PARENT GUARANTEE This GUARANTEE (this “Guarantee”), dated as of January 10th , 2023, is made by Global Clean Energy Holdings, Inc., a corporation duly organized and existing under the laws of Delaware (“Guarantor”), in favor of CTCI Americas, Inc., a corporation duly organized and existing under the laws of Texas (“Contractor,”) and, together with Guarantor, ea

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 10, 2023 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 Commission file number: 000-12627 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 87-0407858 (State or other jurisdiction of inco

29,989,295 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267656 PROSPECTUS 29,989,295 Shares of Common Stock This prospectus relates to the sale from time to time by the selling securityholders identified in this prospectus of up to an aggregate of 29,989,295 shares of our common stock, par value $0.001 per share, issuable upon exercise of outstanding common stock purchase warrants. We are not offeri

Filing Fee Table (filed herewith)

EX-FILING FEES 5 gceh028ex107.htm EX-FILING FEES Exhibit 107 Calculation Of Filing Fee Tables Form S-8 (Form Type) Global Clean Energy Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Off

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Global Clean Energy Holdings, Inc.

As filed with the Securities and Exchange Commission on September 29, 2022

S-3 1 gceh027s3.htm FORM S-3 As filed with the Securities and Exchange Commission on September 29, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorp

As filed with the Securities and Exchange Commission on September 29, 2022

S-8 1 gceh028s8.htm FORM S-8 As filed with the Securities and Exchange Commission on September 29, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ───────────────────────── GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or ot

Global Clean Energy selected for up to $30 million USDA Climate-Smart Commodities Grant for advancement of camelina as renewable fuel feedstock

Exhibit 99.1 FOR IMMEDIATE RELEASE September 14, 2022 CONTACT: Amanda Parsons DeRosier [email protected] 562-233-5146 Global Clean Energy selected for up to $30 million USDA Climate-Smart Commodities Grant for advancement of camelina as renewable fuel feedstock Los Angeles, CA ? Today the United States Department of Agriculture (USDA) announced Global Clean Energy Holdings, Inc. (OTC

Financial Statements and Exhibits, Other Events

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): September 14, 2022 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 Commission file number: 000-12627 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 87-0407858 (State or other jurisdiction of incorpora

Registration Rights Agreement, dated as of August 5, 2022, by and between Global Clean Energy Holdings, Inc. and ExxonMobil Renewables LLC

EX-10.10 11 gceh024ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of this 5th day of August 2022, by and among Global Clean Energy Holdings, Inc. a Delaware corporation (the “Company”), and ExxonMobil Renewables LLC, a Delaware limited liability company (the “Investor” or “EM Renewables”). WHE

Form of Lender II Warrant (incorporated here by reference to Exhibit 10.3 in the Company’s Form 8-K filed on August 11, 2022).

Exhibit 10.3 Execution Version WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (A) A REGISTRATION STATEMENT COVERING THIS WAR

Amendment No. 2 to Term Purchase Agreement, dated as of August 5, 2022, by and between Bakersfield Renewable Fuels, LLC and ExxonMobil Oil Corporation

Exhibit 10.7 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH ?[?***?]? BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NO. 2 TO TERM PURCHASE AGREEMENT THIS AMENDMENT NO. 2 TO TERM PURCHASE AGREEMENT (the ?Amendment?) is made and entered into effective the 5th day of August, 2022 by and between Bakersfield Rene

Omnibus Amendment to Warrant Agreements, dated as of August 5, 2022, by and between Global Clean Energy Holdings, Inc. and ExxonMobil Renewables LLC

Exhibit 10.9 Execution Version OMNIBUS AMENDMENT TO WARRANT AGREEMENTS This Omnibus Amendment (this ?Amendment?) to those certain Warrants (as defined below) is entered into as of August 5, 2022 (the ?Effective Date?), by and among Global Clean Energy Holdings, Inc., a Delaware corporation (the ?Company?), Sustainable Oils, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (?

Amendment No. 3 to Product Offtake Agreement, dated as of August 5, 2022, by and between Bakersfield Renewable Fuels, LLC and ExxonMobil Oil Corporation

Exhibit 10.6 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH ?[?***?]? BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NO. 3 TO PRODUCT OFF-TAKE AGREEMENT THIS AMENDMENT NO. 3 TO PRODUCT OFF-TAKE AGREEMENT (the ?Amendment?) is made and entered into effective the 5th day of August 2022 by and between Bakersfield

Amendment No. 9 to Credit Agreement, dated as of August 5, 2022, by and among BKRF OCB, LLC, BKRF OCP, LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, and the lenders referred to therein

EX-10.1 2 gceh024ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 9 TO CREDIT AGREEMENT This AMENDMENT NO. 9 TO CREDIT AGREEMENT (this “Agreement”), dated as of August 5, 2022 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renew

Transaction Agreement, dated as of August 5, 2022, by and among Global Clean Energy Holdings, Inc., ExxonMobil Renewables LLC and ExxonMobil Oil Corporation

Exhibit 10.5 EXECUTION VERSION TRANSACTION AGREEMENT dated as of August 5, 2022 by and among GLOBAL CLEAN ENERGY HOLDINGS, INC., EXXONMOBIL OIL CORPORATION, and EXXONMOBIL RENEWABLES LLC TABLE OF CONTENTS Page Article I DEFINITIONS Section 1.1. Defined Terms 1 Article II ACTIONS AND DELIVERABLES AT CLOSING Section 2.1. The Closing 3 Section 2.2. Actions and Deliverables 3 Article III REPRESENTATIO

EM Warrant

Exhibit 10.8 Execution Version WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (A) A REGISTRATION STATEMENT COVERING THIS WAR

Amendment Agreement, dated as of August 5, 2022, by and among Global Clean Holdings Inc. and the lenders referred to therein

Exhibit 10.4 Execution Version AMENDMENT AGREEMENT This Amendment Agreement (this ?Amendment?) is dated as of this 5th day of August, 2022 (the ?Effective Date?), by and among Global Clean Holdings Inc., a Delaware corporation (the ?Company?), Orion Energy Credit Opportunities Fund II, L.P., Orion Energy Credit Opportunities Fund II PV, L.P., Orion Energy Credit Opportunities Fund II GPFA, L.P., O

Waiver No. 6 to Credit Agreement, dated as of August 5, 2022, by and among BKRF OCB, LLC, BKRF OCP, LLC, Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, and the lenders referred to therein (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on August 5, 2022.)

EX-10.2 3 gceh024ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version WAIVER NO. 6 TO CREDIT AGREEMENT This WAIVER NO. 6 TO CREDIT AGREEMENT, dated as of August 5, 2022 (this “Waiver”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware li

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 5, 2022 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

REGISTRATION RIGHTS AGREEMENT

EX-7.8 4 dp178457ex0708.htm EXHIBIT 7.8 Exhibit 7.8 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of this 5th day of August 2022, by and among Global Clean Energy Holdings, Inc. a Delaware corporation (the “Company”), and ExxonMobil Renewables LLC, a Delaware limited liability company (the “Investor” or “EM Renewables”). WHEREAS, E

Transaction Agreement dated as of August 5, 2022 by and among Global Clean Energy Holdings, Inc., ExxonMobil Oil Corporation, ExxonMobil Renewables LLC Table of Contents

EX-7.6 2 dp178457ex0706.htm EXHIBIT 7.6 Exhibit 7.6 EXECUTION VERSION Transaction Agreement dated as of August 5, 2022 by and among Global Clean Energy Holdings, Inc., ExxonMobil Oil Corporation, and ExxonMobil Renewables LLC Table of Contents Page Article I DEFINITIONS Section 1.1. Defined Terms 1 Article II ACTIONS AND DELIVERABLES AT CLOSING Section 2.1. The Closing 3 Section 2.2. Actions and D

[signature page follows]

EX-7.7 3 dp178457ex0707.htm EXHIBIT 7.7 Exhibit 7.7 WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (A) A REGISTRATION STATEM

GCEH / Global Clean Energy Holdings, Inc. / EXXON MOBIL CORP - FORM SC 13D/A Activist Investment

SC 13D/A 1 dp178457sc13da.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Global Clean Energy Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 378989206 (CUSIP Number) ExxonMobil Renewables LLC 22777 Springwoods Village Parkway Spring, TX 77389 with copies

Submission of Matters to a Vote of Security Holders

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 23, 2022 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (

5,017,008 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration no. 333-265332 PROSPECTUS 5,017,008 Shares of Common Stock This prospectus relates to the sale from time to time by the selling stockholders identified in this prospectus of up to an aggregate of 5,017,008 shares of our common stock, par value $0.001 per share, issuable upon exercise of outstanding common stock purchase warrants. We are not offering an

CONFIDENTIAL CONFIDENTIAL Investor Presentation June 2022 Ticker: GCEH Market: OTCQB

Exhibit 99.1 CONFIDENTIAL CONFIDENTIAL Investor Presentation June 2022 Ticker: GCEH Market: OTCQB CONFIDENTIAL 2 Disclaimer This presentation contains forward - looking statements reflecting management?s current assumptions, projections, expectations, ta rgets, intentions or beliefs about future events or other statements that are not historical facts. These forward - looking statements can be ide

Regulation FD Disclosure, Financial Statements and Exhibits

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 9, 2022 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.R

GLOBAL CLEAN ENERGY HOLDINGS, INC. 2790 Skypark Drive, Suite 105 Torrance, California 90505 June 7, 2022

GLOBAL CLEAN ENERGY HOLDINGS, INC. 2790 Skypark Drive, Suite 105 Torrance, California 90505 June 7, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Global Clean Energy Holdings, Inc. Registration Statement on Form S-3 Filed June 1, 2022 File No. 333-265332 Ladies and Gentlemen: In accordance with Rule 461 under the Se

As filed with the Securities and Exchange Commission on May 31, 2022

As filed with the Securities and Exchange Commission on May 31, 2022 Registration No.

Omnibus Amendment by and among the Company and the selling stockholders.

Exhibit 4.3 OMNIBUS AMENDMENT This Omnibus Amendment (this ?Amendment?) to those certain Warrants (as defined below) is entered into by and among Global Energy Clean Holdings Inc., a Delaware corporation (the ?Company?) and each of Orion Energy Credit Opportunities Fund II, L.P., Orion Energy Credit Opportunities Fund II PV, L.P., Orion Energy Credit Opportunities Fund II GPFA, L.P., Orion Energy

Registration Rights Agreement, dated February 23, 2022, among the Company and the Lenders (filed as Exhibit 4.4 to the Company’s Form S-3 filed on June 1, 2022, and incorporated herein by reference).

EX-4.4 3 gceh020ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of this 23rd day of February 2022, by and among Global Clean Energy Holdings, Inc. a Delaware corporation (the “Company”), and the persons identified on the signature pages hereto (collectively, the “Investors,” and each individually, th

Filing Fee Table

EX-FILING FEES 7 gceh020ex107.htm EXHIBIT 107 Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Global Clean Energy Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share(2) Max

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 Commission file number: 000-12627 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 87-0407858 (State or other jurisdiction of incorpor

GLOBAL CLEAN ENERGY HOLDINGS, INC. LETTER TO SHAREHOLDERS Richard Palmer, Chief Executive Officer

Exhibit 99.1 FOR IMMEDIATE RELEASE Media Contact: May 2, 2022 Amanda Parsons DeRosier 562-233-5146 [email protected] GLOBAL CLEAN ENERGY HOLDINGS, INC. LETTER TO SHAREHOLDERS Richard Palmer, Chief Executive Officer LOS ANGELES ? Global Clean Energy Holdings, Inc. (OTCQB: GCEH) has issued the following Letter to Shareholders providing an update on the company?s vertically integrated f

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 2, 2022 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.R.

Joint Filing Agreement

EXHIBIT 7.5 Joint Filing Agreement Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?), the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 27, 2022 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

DEF 14A 1 gceh016def14a.htm FORM DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by R

Employment Agreement between Global Clean Energy Holdings, Inc. and Noah Verleun dated April 27, 2022

EX-10.1 2 gceh017ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 27th day of April 2022 (the “Effective Date”), by and between Global Clean Energy Holdings, Inc. (“GCEH” or “Company”), and Noah Verleun (hereinafter, “Employee,” and collectively with the Company, the “Parties”). WITNESSETH WHEREAS, th

GCEH / Global Clean Energy Holdings, Inc. / EXXON MOBIL CORP - FORM SC 13D Activist Investment

SC 13D 1 dp171839sc13d.htm FORM SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Global Clean Energy Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 378989206 (CUSIP Number) ExxonMobil Renewables LLC 22777 Springwoods Village Parkway Spring, TX 77389 with copies to: Lo

Global Clean Energy Names Noah Verleun as President

EX-99.1 3 gceh017ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Media Contact: April 29, 2022 Amanda Parsons DeRosier 562-233-5146 [email protected] Global Clean Energy Names Noah Verleun as President LOS ANGELES, – Global Clean Energy Holdings, Inc. (GCEH), a leader in the production of ultra-low carbon renewable fuels derived from nonfood camelina feedstocks, announced

Lease Agreement, dated September 24, 2021, between Cargill Incorporated and Sustainable Oils, Inc.*

Exhibit 10.34 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Agreement?) is made and entered into this September 24, 2021 (the ?Effective Date?), by and between CARGILL, INCORPORATED, a Delaware corporation, as landlord (?Landlord?), and SUSTAINABLE OILS, INC., a Delaware corporation, as tenant (?Tenant?). RECITALS A. Landlord is the owner and operator of the [offices, warehouse and research faciliti

Subsidiaries of Registrant*

EX-21.1 7 gceh014ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of Global Clean Energy Holdings, Inc. Sustainable Oils, Inc., a Delaware corporation GCE Holdings Acquisitions, LLC, a Delaware limited liability company GCE Operating Company, LLC, a Delaware limited liability company Bakersfield Renewable Fuels, LLC, a Delaware limited liability company BKRF HCP, LLC, a Delaware limited liability

Amendment No. 2 To Product Offtake Agreement, dated February 2, 2022, between ExxonMobil Oil Corporation and Registrant*

EX-10.54 6 gceh014ex10-54.htm EXHIBIT 10.54 Exhibit 10.54 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[…***…]” BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NO. 2 TO PRODUCT OFF-TAKE AGREEMENT THIS AMENDMENT NO. 2 TO PRODUCT OFF-TAKE AGREEMENT (the “Amendment”) is made and entered into effective the 2nd

Exhibit 4.2 of our Annual Report

EX-4.2 2 gceh014ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The common stock, par value $0.001 per share (the “common stock”) of Global Clean Energy Holdings, Inc. (the “Company,” “we,” “our,” and “us”) is registered under Section 12 of the Securities Exchange Act of 1934, as amended. The foll

Form of 2022 Indemnification Agreement entered into between Registrant and its directors and executive officers*

EX-10.52 4 gceh014ex10-52.htm EXHIBIT 10.52 Exhibit 10.52 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of , 2022, by and between Global Clean Energy Holdings, Inc., a Delaware corporation (the “Company”) and (the “Indemnitee”). RECITALS WHEREAS, the Company values the Indemnitee’s service to the Company as a director and/or officer and des

Amendment No. 1. To Term Purchase Agreement, dated February 2, 2022, between ExxonMobil Oil Corporation and Registrant*

EX-10.53 5 gceh014ex10-53.htm EXHIBIT 10.53 Exhibit 10.53 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[…***…]” BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NO. 1 TO TERM PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO TERM PURCHASE AGREEMENT (the “Amendment”) is made and entered into effective the 2nd day of

Power of Attorney (included on signature page)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-12627 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-12627 CUSIP NUMBER NOTIFICATION OF LATE FILING 378989206 (Check one): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra

Shareholder Director Nominations

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): March 17, 2022 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I

Certificate of Designations of Series C Preferred Stock of Global Clean Energy Holdings, Inc.

EX-3.1 7 gceh012ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES C PREFERRED STOCK OF GLOBAL CLEAN ENERGY HOLDINGS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware: gLOBAL CLEAN ENERGY HOLDINGS, INC., a Delaware corporation, certifies that pursuant to the authority contained in its Certificate of Incorporation, and in accordance with the

Amendment No. 4 to Credit Agreement, dated February 23, 2022, between BKRF HCB, LLC, BKRF HCP, LLC, Global Clean Energy Holdings, Inc. and the mezzanine lenders referred to therein (filed as Exhibit 10.1 to the Registrant’s Form 8-K filed on February 28, 2022, and incorporated herein by reference)

EX-10.1 8 gceh012ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AGREEMENT This AMENDMENT NO. 4 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AGREEMENT, dated as of February 23, 2022 (this “Agreement”), is entered into by and among BKRF HCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF HCP, LLC, a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 23, 2022 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

Amendment No. 1 to Convertible Promissory Note, dated February 23, 2022 between Global Clean Energy Holdings, Inc. and Richard Palmer (filed as Exhibit 10.2 to the Registrant’s Form 8-K filed on February 28, 2022, and incorporated herein by reference)

Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE This Amendment No. 1 to Convertible Promissory Note (this ?Amendment?), entered into and effective as of February 23, 2022 (?Effective Date?) by and among Global Clean Energy Holdings, Inc., a Delaware corporation (the ?Company?) and Richard Palmer (the ?Holder?). WHEREAS, on October 15, 2018, the Company executed that c

Amendment No. 8 to Credit Agreement and Waiver, dated as of February 2, 2022, between BKRF OCB, LLC, BKRF OCP, LLC, and the senior lenders referred to therein (filed as Exhibit 10.3 to the Registrant’s Form 8-K filed on February 8, 2022, and incorporated herein by reference)

EX-10.3 7 gceh011ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version AMENDMENT NO. 8 TO CREDIT AGREEMENT This AMENDMENT NO. 8 TO CREDIT AGREEMENT (this “Agreement”), dated as of February 2, 2022 (the “Signing Date”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Ren

Exhibit 3.2

Exhibit 3.2 WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (A) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UN

Certificate of Designation of Rights, Preferences and Privileges of Series C Preferred Stock of Global Clean Energy Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on February 8, 2022).

EX-3.1 2 gceh011ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES C PREFERRED STOCK OF GLOBAL CLEAN ENERGY HOLDINGS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware: gLOBAL CLEAN ENERGY HOLDINGS, INC., a Delaware corporation, certifies that pursuant to the authority contained in its Certificate of Incorporation, and in accordance with the

Securities Purchase Agreement, dated February 2, 2022, among Global Clean Energy Holdings, Inc. and the investors thereunder (filed as Exhibit 10.1 to the Registrant’s Form 8-K filed on February 8, 2022, and incorporated herein by reference)

EX-10.1 5 gceh011ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version Dated February 2, 2022 Securities Purchase Agreement between Global Clean Energy Holdings, Inc., as Company ExxonMobil Renewables, LLC as ExxonMobil and The Other Purchasers Party Hereto as Purchaser Table of Contents Page Article I Definitions 1 Section 1.01 Definitions 1 Article II Purchase and Sale 9 Section 2.01 Purchase a

Amendment No. 1 to Forbearance and Conditional Waiver Agreement with Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, dated February 2, 2022 (filed as Exhibit 10.4 to the Registrant’s Form 8-K filed on February 8, 2022, and incorporated herein by reference)

EX-10.4 8 gceh011ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Execution Version AMENDMENT NO. 1 TO FORBEARANCE AND CONDITIONAL WAIVER AGREEMENT This AMENDMENT NO. 1 TO FORBEARANCE AND CONDITIONAL WAIVER AGREEMENT, dated as of February 2, 2022 (this “Amendment”), is entered into by and among BKRF OCB, LLC (the “Borrower”), BKRF OCP, LLC (“Holdings”), Bakersfield Renewable Fuels, LLC (the “Project Company”)

Amendment No. 1 to Consent No. 5, Forbearance and Conditional Waiver Agreement with Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, dated as of February 2, 2022 (filed as Exhibit 10.5 to the Registrant’s Form 8-K filed on February 8, 2022, and incorporated herein by reference)

EX-10.5 9 gceh011ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Execution Version AMENDMENT NO. 1 TO CONSENT NO. 5, FORBEARANCE AND CONDITIONAL WAIVER AGREEMENT This AMENDMENT NO. 1 TO CONSENT NO. 5, FORBEARANCE AND CONDITIONAL WAIVER AGREEMENT, dated as of February 2, 2022 (this “Amendment”), is entered into by and among BKRF HCB, LLC (the “Borrower”), BKRF HCP, LLC (“Holdings”), Orion Energy Partners TP A

Employment Agreement, dated February 2, 2022, by and between Global Clean Energy Holdings, Inc. and Ralph Goehring. (filed as Exhibit 10.6 to the Registrant’s Form 8-K filed on February 8, 2022, and incorporated herein by reference)#

EX-10.6 10 gceh011ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 2nd day of February, 2022 (the “Effective Date”), by and between Global Clean Energy Holdings, Inc. (“GCEH” or “Company”), and Ralph John Goehring (hereinafter, “Employee,” and collectively with the Company, the “Parties”). WITNESSETH: WHEREAS, the Comp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 2, 2022 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

Exhibit 3.3

EX-3.3 4 gceh011ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (A) A REGISTRATION STATEMEN

Amendment No. 7 to Credit Agreement and Waiver, dated as of February 2, 2022, between BKRF OCB, LLC, BKRF OCP, LLC, and the senior lenders referred to therein (filed as Exhibit 10.2 to the Registrant’s Form 8-K filed on February 8, 2022, and incorporated herein by reference)

EX-10.2 6 gceh011ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 7 TO CREDIT AGREEMENT This AMENDMENT NO. 7 TO CREDIT AGREEMENT, dated as of February 2, 2022 (this “Agreement”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a

Global Clean Energy Holdings Receives Funding from ExxonMobil to Advance Renewable Diesel Production and Camelina Expansion

EX-99.1 11 gceh011ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CONTACT: Global Clean Energy Media Relations 424-318-3518 FOR IMMEDIATE RELEASE DAY, FEBRUARY 8, 2022 Global Clean Energy Holdings Receives Funding from ExxonMobil to Advance Renewable Diesel Production and Camelina Expansion ● Includes $125 million investment in Global Clean Energy Holdings, and option for ExxonMobil to acquire 25% equity sta

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 5, 2022 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

Sale and Purchase Deed among Global Clean Energy Holdings, Inc., Camelina Company Espana, S.L., and certain stockholders named therein, dated December 20, 2021#†

Exhibit 10.1 Portions of this Exhibit have been redacted because they (i) are not material and would be competitively harmful if publicly disclosed or (ii) are personal and confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark ?[REDACTED]? SALE AND PURCHASE DEED In Madrid, on December twenty nine two thousand twenty-one. Before me, MS.

Global Clean Energy Holdings, Inc., Acquires European Camelina Leader, Camelina Company España S.L. Acquisition broadens camelina operations across North America, Europe and South America

Exhibit 99.1 Global Clean Energy Holdings, Inc., Acquires European Camelina Leader, Camelina Company Espa?a S.L. Acquisition broadens camelina operations across North America, Europe and South America TORRANCE, California, Jan. 3, 2022 ? Global Clean Energy Holdings, Inc., (OTCQX: GCEH), a vertically integrated renewable fuels company, today announced that it has acquired Camelina Company Espa?a S

Sale and Purchase Deed among Global Clean Energy Holdings, Inc., Camelina Company Espana, S.L., and certain stockholders named therein, dated December 29, 2021#†

EX-10.1 2 gceh009ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Portions of this Exhibit have been redacted because they (i) are not material and would be competitively harmful if publicly disclosed or (ii) are personal and confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[REDACTED]” SALE AND PURCHASE DEED In Madrid, on December twenty nin

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 29, 2021 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

Forbearance and Conditional Waiver Agreement with Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, dated December 20, 2021 (filed as Exhibit 10.2 to the Registrant’s Form 8-K filed on December 27, 2021, and incorporated herein by reference)

EX-10.2 8 gceh008ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version FORBEARANCE AND CONDITIONAL WAIVER AGREEMENT This FORBEARANCE AND CONDITIONAL WAIVER AGREEMENT, dated as of December 20, 2021 (this “Agreement”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renew

Amendment No. 6 to Credit Agreement with Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, dated December 20, 2021 (filed as Exhibit 10.1 to the Registrant’s Form 8-K filed on December 27, 2021, and incorporated herein by reference)

EX-10.1 7 gceh008ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 6 TO CREDIT AGREEMENT This AMENDMENT NO. 6 TO CREDIT AGREEMENT, dated as of December 20, 2021 (this “Agreement”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 20, 2021 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

Consent No. 5, Forbearance and Conditional Waiver Agreement with Orion Energy Partners TP Agent, LLC, in its capacity as the administrative agent, dated December 20, 2021 (filed as Exhibit 10.3 to the Registrant’s Form 8-K filed on December 27, 2021, and incorporated herein by reference)

EX-10.3 9 gceh008ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version CONSENT NO. 5, FORBEARANCE AND CONDITIONAL WAIVER AGREEMENT This CONSENT NO. 5, FORBEARANCE AND CONDITIONAL WAIVER AGREEMENT, dated as of December 20, 2021 (this “Agreement”), is entered into by and among BKRF HCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF HCP, LLC, a Delaware limited liability company (

Sustainable Oils, Inc., to Build 600,000 Bushel Grain Facility in Havre, Montana Facility will provide added grain handling convenience and flexibility for Sustainable Oils and its camelina growers in Montana

EX-99.1 2 gceh007ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Sustainable Oils, Inc., to Build 600,000 Bushel Grain Facility in Havre, Montana Facility will provide added grain handling convenience and flexibility for Sustainable Oils and its camelina growers in Montana GREAT FALLS, Montana, Nov. 19, 2021 – Sustainable Oils, Inc. a wholly owned subsidiary of Global Clean Energy Holdings, Inc. (OTCQX:GCEH)

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): November 17, 2021 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 Commission file number: 000-12627 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 87-0407858 (State or other jurisdiction of inco

Letter to the Securities and Exchange Commission dated October 5, 2021 from Macias, Gini & O’Connell, LLC regarding the change in the independent registered accounting firm.

Exhibit 16.1 October 5, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on October 5, 2021, to be filed by our former client, Global Clean Energy Holdings, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

DEF 14A 1 gceh004def14a.htm DEF14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14

Global Clean Energy Holdings, Inc. announces appointment of Grant Thornton LLP as its new independent registered public accounting firm

EX-99.1 3 gceh003ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Global Clean Energy Holdings, Inc. announces appointment of Grant Thornton LLP as its new independent registered public accounting firm TORRANCE, CA Oct. 6, 2021 - Global Clean Energy Holdings, Inc. (OTCQX: GCEH), a vertically integrated renewable fuels company focused on expanding its proprietary Camelina production, today announced that it ha

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Other Events

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): October 5, 2021 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 gceh005defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): October 1, 2021 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (

Corporate Presentation Fall 2021 Ticker: GCEH Exchange: OTCQX

EX-99.1 2 gceh002ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Corporate Presentation Fall 2021 Ticker: GCEH Exchange: OTCQX Disclaimer This presentation contains forward-looking statements reflecting management's current assumptions, projections, expectations, targets, intentions or beliefs about future events or other statements that are not historical facts. These forward-looking statements can be ident

Global Clean Energy Holdings, Inc., announces relocation of the headquarters of its wholly owned subsidiary, Sustainable Oils, Inc., to a new state-of-the-art facility in Great Falls, Montana The headquarters relocation and personnel expansion will s

Exhibit 99.2 Global Clean Energy Holdings, Inc., announces relocation of the headquarters of its wholly owned subsidiary, Sustainable Oils, Inc., to a new state-of-the-art facility in Great Falls, Montana The headquarters relocation and personnel expansion will support Sustainable Oils target of contract-growing more than one million acres of camelina annually for renewable diesel production GREAT

Amendment No. 5 to Credit Agreement, dated as of July 28, 2021, between BKRF OCB, LLC, BKRF OCP, LLC, and the senior lenders referred to therein (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 16, 2021, and incorporated herein by reference)

Exhibit 10.1 Execution Version AMENDMENT NO. 5 TO CREDIT AGREEMENT This AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of July 29, 2021 (this “Agreement”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (the “Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 Commission file number: 000-12627 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 87-0407858 (State or other jurisdiction of incorpora

Consent No. 3 and Amendment No. 3 to Credit Agreement, dated July 28, 2021, between BKRF HCB, LLC, BKRF HCP, LLC, and the mezzanine lenders referred to therein(filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 16, 2021, and incorporated herein by reference)

EX-10.2 3 gceh001ex10-2.htm EXHIBIT 10.1 Exhibit 10.2 Execution Version CONSENT NO. 3 AND AMENDMENT NO. 3 TO CREDIT AGREEMENT This CONSENT NO. 3 AND AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of July 29, 2021 (this “Agreement”), is entered into by and among BKRF HCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF HCP, LLC, a Delaware limited liability company (“Holdings”), Ori

Global Clean Energy Holdings, Inc. Provides Mid-Year Corporate Update Proprietary Camelina Renewable Diesel Feedstock Continues to Outperform Expectations Even Under Montana’s Recent Severe Drought Conditions

Exhibit 99.2 Global Clean Energy Holdings, Inc. Provides Mid-Year Corporate Update Proprietary Camelina Renewable Diesel Feedstock Continues to Outperform Expectations Even Under Montana?s Recent Severe Drought Conditions TORRANCE, CA July 29, 2021 ? Global Clean Energy Holdings, Inc. (OTCQX: GCEH), a fully integrated renewable fuels company, provides a mid-year corporate update of the first half

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 23, 2021 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I.

Global Clean Energy Holdings Appoints Two New Board Members

Exhibit 99.1 Global Clean Energy Holdings Appoints Two New Board Members Torrance, CA July 27, 2021 ? Global Clean Energy Holdings, Inc. (OTCQX: GCEH), a vertically integrated renewable fuels company, is pleased to announce the appointments of Ms. Susan Anhalt and Ms. Phyllis Currie to its Board of Directors. The Company is adding the two independent directors to broaden its board-level expertise

Turnkey Agreement with a Guaranteed Maximum Price for the Engineering, Procurement and Construction of the Bakersfield Renewable Fuels Project, dated May 18, 2021, between Bakersfield Renewable Fuels, LLC and CTCI Americas, Inc.(filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 20, 2021, and incorporated herein by reference)†

EX-10.3 4 gceh-2021033110qex10z3.htm EXHIBIT 10.3 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[…***…]” BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. TURNKEY AGREEMENT WITH A GUARANTEED MAXIMUM PRICE for the ENGINEERING, PROCUREMENT AND CONSTRUCTION of the BAKERSFIELD RENEWABLE FUELS PROJECT by and bet

Amendment No. 4 to Credit Agreement, dated as of May 18, 2021, between BKRF OCB, LLC, BKRF OCP, LLC, and the senior lenders referred to therein (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 20, 2021, and incorporated herein by reference)†

EX-10.2 3 gceh-2021033110qex10z2.htm EXHIBIT 10.2 CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[...***...]” BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 4 TO CREDIT AGREEMENT This AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of May 18, 2021 (this “Agreement”), is entered into by and amo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

10-Q 1 gceh-2021033110q.htm FORM 10-Q FOR PERIOD ENDING MARCH 31, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 Commission file number: 000-12627 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact name of registrant as specified in it

Term Purchase Agreement, dated April 20, 2021 between Bakersfield Renewable Fuels, LLC and ExxonMobil Oil Corporation (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 20, 2021, and incorporated herein by reference)†

CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND REPLACED WITH “[…***…]” BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-12627 CUSIP NUMBER NOTIFICATION OF LATE FILING 378989206 (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-CEN [] Form N-CSR For Period Ended: March 31, 2021 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 Global Clean Energy Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 378989206 (CUSIP Number) March 26, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 gceh8k.htm FORM 8-K 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): May 6, 2021 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Com

Entry into a Material Definitive Agreement

8-K 1 gceh8k.htm FORM 8-K 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): April 20, 2021 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (

Amendment No. 3 to Credit Agreement, dated as of March 27, 2021, between BKRF OCB, LLC, BKRF OCP, LLC, and the senior lenders referred to therein (incorporated by reference herein to Exhibit 10.32 to the Company’s Form 10-K filed on April 13, 2021)

EX-10.32 5 gceh-2020123110kex10z32.htm EXHIBIT 10.32 AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of March 26, 2021 (this “Agreement”), is entered into by and among BKRF OCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liab

Amendment No. 1 to Credit Agreement, dated as of September 28, 2020, between BKRF HCB, LLC, BKRF HCP, LLC, and the mezzanine lenders referred to therein (incorporated by reference herein to Exhibit 10.30 to the Company’s Form 10-K filed on April 13, 2021)

EX-10.30 3 gceh-2020123110kex10z30.htm EXHIBIT 10.30 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of September 28, 2020 (this “Amendment”), is entered into by and among BKRF HCB, LLC (the “Borrower”), BKRF HCP, LLC, a Delaware limited liability company (“Holdings”), Orion Energy Partners TP Agent, LLC in its capacity as the administrative agent (in such ca

Amendment No. 1 to Credit Agreement and Waiver, dated as of July 1, 2020, between BKRF OCB, LLC, BKRF OCP, LLC, and the senior lenders referred to therein (incorporated by reference herein to Exhibit 10.29 to the Company’s Form 10-K filed on April 13, 2021)

EX-10.29 2 gceh-2020123110kex10z29.htm EXHIBIT 10.29 AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVER This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVER, dated as of July 1, 2020 (this “Amendment”), is entered into by and among BKRF OCB, LLC (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (the

Amendment No. 2 to Credit Agreement, dated as of September 28, 2020, between BKRF OCB, LLC, BKRF OCP, LLC, and the senior lenders referred to therein (incorporated by reference herein to Exhibit 10.31 to the Company’s Form 10-K filed on April 13, 2021)

EX-10.31 4 gceh-2020123110kex10z31.htm EXHIBIT 10.31 AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of September 28, 2020 (this “Amendment”), is entered into by and among BKRF OCB, LLC (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”), Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (the “Project Compan

Consent No. 2 And Amendment No. 2 To Credit Agreement, dated as of March 27, 2020, between BKRF HCB, LLC, BKRF HCP, LLC, and the mezzanine lenders referred to therein (incorporated by reference herein to Exhibit 10.33 to the Company’s Form 10-K filed on April 13, 2021)

EX-10.33 6 gceh-2020123110kex10z33.htm EXHIBT 10.33 CONSENT NO. 2 AND AMENDMENT NO. 2 TO CREDIT AGREEMENT This CONSENT NO. 2 AND AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of March 26, 2021 (this “Agreement”), is entered into by and among BKRF HCB, LLC, a Delaware limited liability company (the “Borrower”), BKRF HCP, LLC, a Delaware limited liability company (“Holdings”), Orion Energy Partners

Annual Report - FORM 10-K FOR PERIOD ENDING DECEMBER 31, 2020

10-K 1 gceh-2020123110k.htm FORM 10-K FOR PERIOD ENDING DECEMBER 31, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Entry into a Material Definitive Agreement

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): March 26, 2021 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (Commission File Number) (I

- GLOBAL CLEAN ENERGY HOLDINGS, INC. - FORM NT 10K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-12627 CUSIP NUMBER NOTIFICATION OF LATE FILING 378989206 (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [ ] Form 10-Q [] Form 10-D [] Form N-CEN [] Form N-CSR For Period Ended: December 31, 2020 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on For

Global Clean Energy Holdings, Inc. Announces Reverse Stock Split Effective Friday, March 26, 2021

EX-99.1 3 gcehex99z1.htm PRESS RELEASE Global Clean Energy Holdings, Inc. Announces Reverse Stock Split Effective Friday, March 26, 2021 LOS ANGELES, California, March 25, 2021, (Business Wire) Global Clean Energy Holdings, Inc. (OTCQB: GCEH) (“GCEH” or the “Company”) today announced that it has filed a Certificate of Amendment to its Certificate of Incorporation to effect a reverse stock split of

Certificate of Amendment to its Certificate of Incorporation (incorporated by reference herein to Exhibit 3.2 to the Company’s Form 10-K filed on April 13, 2021).

EX-3.1 2 gcehex3z1.htm CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF GLOBAL CLEAN ENERGY HOLDINGS, INC GLOBAL CLEAN ENERGY HOLDINGS, INC. CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Global Clean Energy Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the Delaware General Corporation Law (the “DGCL”), does h

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

8-K 1 gceh8k.htm FORM 8-K 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): March 24, 2021 GLOBAL CLEAN ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 000-12627 87-0407858 (

- FORM S-8

As filed with the Securities and Exchange Commission on February 1, 2021 Registration No.

Form of Restricted Stock Award Grant Notice under the Global Clean Energy Holdings, Inc. 2020 Equity Incentive Plan (filed as Exhibit 99.2 to the Registrant’s Form S-8 filed on February 1, 2021, Registration No. 333-252614, and incorporated herein by reference).

RESTRICTED STOCK AWARD GRANT NOTICE GLOBAL CLEAN ENERGY HOLDINGS, INC. 2020 EQUITY INCENTIVE PLAN Global Clean Energy Holdings, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), hereby grants to the Participant named below a Restricted Stock Award (the “Award”) for the number of shares of the Company’s Common Stock (the “Shares”) set forth below. The Award is subject t