SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|FORM 12b-25||SEC FILE NUMBER|
|NOTIFICATION OF LATE FILING||378989206|
|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
¨ Transition Report on Form 10-Q
For the Transition Period Ended: ____________________
|Read Instruction (on back page) Before Preparing Form. Please Print or Type.|
|Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.|
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Global Clean Energy Holdings, Inc.
Full Name of Registrant
Former Name if Applicable
2790 Skypark Drive, Suite 105
Address of Principal Executive Office (Street and Number)
Torrance, California 90505
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
|x||(a)||The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;|
|(b)||The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and|
|(c)||The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.|
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)
Registrant could not file its Annual Report on Form 10-K for the period ended December 31, 2021 because it needed additional time to complete its fair value valuations required for the December 31, 2021 financial statements, which delay could not be eliminated by Registrant without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, Registrant will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date.
PART IV — OTHER INFORMATION
|(1)||Name and telephone number of person to contact in regard to this notification|
|Ralph Goehring, Chief Financial Officer||(661)||900-3406|
|(Name)||(Area Code)||(Telephone Number)|
|(2)||Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).|
Yes x NO ¨
|(3)||Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?|
Yes x NO ¨
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Registrant’s new refinery is being retooled and is not yet operational. Accordingly, Registrant did not generate a material amount of revenues in either 2020 or 2021. However, Registrant anticipates that for the fiscal year ended December 31, 2021 it will have an operating loss of approx. $40.7 million and a net loss of approx. $51.4 million, compared to an operating loss of $11.7 million and a net loss of $10.6 million for fiscal 2020.
GLOBAL CLEAN ENERGY HOLDINGS, INC.
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|Date:||April 1, 2022||By:||/s/ Ralph Goehring|
|Title:||Chief Financial Officer|
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).