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 offering any shares of common stock under this prospectus and will not receive any proceeds from the sale or other disposition of the shares covered hereby.

The selling securityholders (which term includes their respective donees, pledgees, transferees or other successors-in-interest) may, from time to time, sell, transfer or otherwise dispose of the shares or interests therein on any stock exchange, market or trading facility on which the shares are traded or in private transactions at fixed prices, at market prices prevailing at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The selling securityholders will bear all fees, discounts, concessions or commissions of broker-dealers or agents in connection with the offering of the shares by the selling securityholders. See “Plan of Distribution” beginning on page 12 of this prospectus for more information about how the selling securityholders may sell their shares of common stock.

Our common stock is traded on the OTCQB Venture Market under the symbol “GCEH”. On November 11, 2022, the last reported sale price of our common stock on the OTCQB Venture Market was $1.31 per share.

Investing in our common stock involves a high degree of risk. You should carefully read and consider the risk factors described in, and incorporated by reference under, “Risk Factors” beginning on page 5 of this prospectus and in the applicable prospectus supplement before investing in any securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 14, 2022.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission (the “SEC”). Under this registration statement, the selling securityholders may sell, at any time and from time to time, in one or more offerings, up to 29,989,295 shares of common stock. When the selling securityholders elect to make an offer of any common stock described in this prospectus, pursuant to this registration statement, a prospectus supplement, if required, may be distributed that will contain specific information about the terms of that offering. Any required prospectus supplement may also add, update or change information contained in this prospectus.

You should only rely on the information contained or incorporated by reference in this prospectus and any prospectus supplement. No person has been authorized to give any information or make any representations other than those contained or incorporated by reference in this prospectus or any accompanying prospectus supplement in connection with the offering described herein and therein, and, if given or made, such information or representations must not be relied upon as having been authorized by us or the selling securityholders.

You should read the entire prospectus and any prospectus supplement, as well as the documents incorporated by reference into this prospectus or any prospectus supplement, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement is correct as of any date subsequent to the date hereof or of such prospectus supplement, as applicable. You should assume that the information appearing in this prospectus, any prospectus supplement or any document incorporated by reference is accurate only as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus may be supplemented from time to time by one or more prospectus supplements. Any such prospectus supplements may include additional or different information, such as additional or different risk factors or other special considerations applicable to us or our business, financial condition or results of operations. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information contained in the prospectus supplement.

A prospectus supplement may add to, update or change the information contained in this prospectus. You should read both this prospectus and any applicable prospectus supplement together with additional information described below under the heading “Where You Can Find Additional Information.”

This prospectus is neither an offer to sell nor a solicitation of an offer to buy any securities other than those registered by this prospectus, nor it is an offer to sell or a solicitation of an offer to buy securities where an offer or solicitation would be unlawful.

Unless the context otherwise requires, references in this prospectus to “we,” “us,” “our,” the “Registrant”, the “Company,” refer to Global Clean Energy Holdings, Inc. and its subsidiaries. All references to “GCEH” refer only to Global Clean Energy Holdings, Inc., the entity that is issuing the shares of common stock registered hereby.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, each prospectus supplement and the information incorporated by reference in this prospectus and each prospectus supplement contain certain forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results expressed or implied by the forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” and the negative and plural forms of these words and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Those statements appear in this prospectus, any accompanying prospectus supplement and the documents incorporated herein and therein by reference, particularly in the sections titled “Prospectus Summary” and “Risk Factors,” and include statements regarding the intent, belief or current expectations of the Company and management that are subject to known and unknown risks, uncertainties and assumptions.

This prospectus, any prospectus supplement and the information incorporated by reference in this prospectus and any prospectus supplement also contain statements that are based on the current expectations of our Company and management. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward- looking statements as a result of various factors.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not plan to publicly update or revise any forward-looking statements contained herein after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

PROSPECTUS SUMMARY

This summary description about us and our business highlights selected information contained elsewhere in this prospectus or incorporated in this prospectus by reference. This summary does not contain all of the information you should consider before investing in our common stock. You should carefully read this entire prospectus and any applicable prospectus supplement, including each of the documents incorporated herein or therein by reference, before making an investment decision.

Overview

GCEH is a uniquely positioned, vertically integrated renewable fuels innovator producing ultra-low carbon renewable fuels from patented nonfood camelina varieties. Our farm-to-fuel business model is designed to allow greater efficiencies throughout the value chain, lowering our finished fuels’ carbon intensity and streamlining our operations at every step. Our patented camelina varieties are purposefully bred to increase yield, quicken maturity, and enhance tolerance to drought and pests. Today, GCEH owns the world’s largest portfolio of patented camelina genetics, and we contract directly with farmers around the globe to grow our proprietary camelina crop on fallow land so as not to displace food products. Once online, the 15,000 barrels per day (“BPD”) nameplate Bakersfield Renewable Fuels Refinery will sell up to its full production capacity, which will initially be limited to approximately 9,000 BPD due to a hydrogen constraint, of renewable diesel (“RD”) to ExxonMobil Oil Corporation (“EMOC”) through a pair of long-term supply agreements.

Our focus is to be an economically viable solution in reducing global greenhouse gas (“GHG”) emissions via sustainable, more environmentally friendly alternatives to conventional petroleum-based fuels. The three pillars of sustainability — environmental, social, and economic — anchor our business philosophy. Through the implementation of these principals across our vertically integrated asset platform, we seek to drive long-term stakeholder value while creating a positive impact on food security by easing the demand on food crops for fuel production. By creating additive feedstock volume into an undersupplied market, our platform positions us as a globally scalable solution to the “Food vs. Fuel” quandary, while allowing us to continuously lower the carbon intensity of our finished fuels. We believe we can eventually achieve “net zero” GHG footprint on all our finished fuels, including renewable diesel, renewable propane, renewable naphtha, and in the future, sustainable aviation fuel (“SAF”). By eliminating inefficiencies throughout the value chain and leveraging a vertically integrated model, we expect to maintain significant control of the full value chain which allows us to produce highly sustainable, low cost and high margin ultra-low carbon finished fuels.

Over the past 15 years we have developed a portfolio of proprietary elite varieties of Camelina sativa (“camelina”) to be used as a feedstock for our Bakersfield Renewable Fuels Refinery, providing us with feedstock certainty unmatched in the industry. Our camelina holds several advantages over traditional feedstocks, such as soybean oil, yielding additional Low Carbon Fuel Standard (“LCFS”) credits through a lower carbon intensity score, adding significant value to our end products. As a dryland farmed rotational crop grown on idle land, camelina does not impact food production or compete with other crops for scarce water resources. The cropland available for potential camelina production in the Great Plains and Pacific northwest totals approximately 19 million acres. The result of our vertically integrated farm-to-fuel strategy is a highly sustainable, low cost, and ultra-low carbon finished fuel.

Utilizing a vertically integrated farm-to-fuels strategy meaningfully differentiates our platform from our competition. Our strategy is to manage all aspects of the renewable fuels value chain: (i) our upstream operations, anchored in plant and soil science, develop and produce a patented, low cost, proprietary crop for use in our downstream operations; (ii) our midstream operations efficiently handle, aggregate, store, and transport feedstock to our downstream operations; and (iii) our downstream operations process and convert feedstock into drop-in renewable fuels at our Bakersfield Renewable Fuels Refinery. By eliminating inefficiencies throughout the value chains and leveraging a vertically integrated model, we have unparalleled oversight throughout the value chain to maximize margin generation through operational and logistical efficiencies while simultaneously minimizing feedstock costs and our GHG footprint.

Corporate Information

GCEH is incorporated in the State of Delaware. GCEH’s principal executive offices are located at 2790 Skypark Drive, Suite 105, Torrance, California 90505, and its telephone number at that address is (310) 641-4234. GCEH maintains a website at: www.gceholdings.com. Information contained on, or accessible through, our website is not a part of, and are not incorporated by reference into, this prospectus.

The Offering

When we refer to the selling securityholders in this prospectus, we are referring to the holders of registration rights under (i) the registration rights agreement, dated as of August 5, 2022, by and among the Company and ExxonMobil Renewables LLC (the “EM RRA”), and (ii) the registration rights agreement, dated as of February 23, 2022, by and among the Company and the Lenders (defined below), as amended by the Amendment Agreement, dated as of August 5, 2022 (as amended, the “Lender RRA”), and, as applicable, any permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part. “Lenders” means 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 Credit Opportunities Fund GCE Co-Invest, L.P., Orion Energy Credit Opportunities Fund GCE Co-Invest B, L.P., Orion Energy Credit Opportunities Fund III PV, L.P., Orion Energy Credit Opportunities Fund III GPFA, L.P., Orion Energy Credit Opportunities Fund III, L.P., Orion Energy Credit Opportunities Fund III GPFA PV, L.P., LIF AIV 1, L.P., Voya Renewable Energy Infrastructure Originator I LLC and Voya Renewable Energy Infrastructure Originator L.P. See “Selling Securityholders” beginning on page 9 of this prospectus.

RISK FACTORS

Investing in our common stock involves risks. Before deciding to invest in our common stock, please read carefully the risks and uncertainties described below and incorporated by reference in this prospectus or any prospectus supplement. These risks and uncertainties include those discussed in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 4, 2022 and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022 filed with the SEC on May 16, 2022 and August 15, 2022, respectively, which are incorporated herein by reference and may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future and any prospectus supplement related to a particular offering. See “Information Incorporation by Reference” and “Where You Can Find More Information.” These risks are not the only risks that we may face. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, may also become important factors that affect us. If any of the risks or uncertainties described in this prospectus or our SEC filings or any such additional risks and uncertainties actually occur, our business, financial condition or results of operations could be materially and adversely affected which could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this prospectus or our SEC filings or presented elsewhere by management from time to time. In that case, the trading price of our common stock could decline and you could lose all or part of your investment. See “Cautionary Statement Regarding Forward-Looking Statements” on page 2.

Risks Related to this Offering

The selling securityholders named in this prospectus have the right to acquire a significant number of shares of common stock upon the exercise of the Warrants, and any sale of such shares into the market in the future could cause the market price of our common stock to drop significantly.

The selling securityholders named in this prospectus may offer and sell up to 29,989,295 shares of our common stock upon the exercise of the Warrants. Sales of a substantial number of shares of our common stock in the public market by the selling securityholders named in this prospectus, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales by the selling securityholders may have on the prevailing market price of our common stock.

USE OF PROCEEDS

We are registering these shares of our common stock pursuant to registration rights granted to the selling securityholders in the EM RRA and the Lender RRA. We are not selling any securities under this prospectus, and we will not receive any of the proceeds from the sale or other disposition by the selling securityholders or their transferees of the shares of common stock covered hereby.

We have agreed to pay all costs, expenses and fees relating to registering the shares of our common stock referenced in this prospectus. The selling securityholders will pay any brokerage commissions and/or similar charges incurred in connection with the sale or other disposition by them of the shares covered hereby.

We may, however, receive cash proceeds equal to the exercise price of the Warrants that the selling securityholder may exercise, to the extent any such Warrants are exercised for cash. The Warrants may be exercised for cash or by means of cashless exercise. If all of the Warrants are exercised for cash, then we will receive gross proceeds of approximately $67,475,914. We expect to use any proceeds received by us from the cash exercise of these Warrants for general corporate purposes.

We cannot predict when or if these Warrants will be exercised, and it is possible that these Warrants may expire and never be exercised. The Warrants are exercisable under certain circumstances on a cashless basis, and if the Warrants are exercised on a cashless basis we will not receive any proceeds from the exercise of the Warrants. As a result, we may never receive meaningful, or any, cash proceeds from the exercise of these Warrants, and we cannot plan on any specific uses of any proceeds we may receive beyond the purposes described herein.

See “Selling Securityholders” and “Plan of Distribution” below.

DESCRIPTION OF CAPITAL STOCK

The following description of our common stock and preferred stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Certificate of Incorporation (the “Certificate of Incorporation”), as amended by our Certificate of Amendment, the Certificate of Designations of Series C Preferred Stock, and our Bylaws (the “Bylaws”), each of which is filed as an exhibit to our registration statement, of which this prospectus forms a part. We encourage you to read the Certificate of Incorporation, Certificate of Designations of Series C Preferred Stock, and the Bylaws, as well as the applicable provisions of the Delaware General Corporation Law (the “DGCL”), for additional information.

General

Our authorized capital stock consists of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock, par value $0.001 per share (the “preferred stock”). As of September 26, 2022, 42,323,933 shares of our common stock were issued and outstanding. The shares of Series C Preferred Stock were created on February 23, 2022. As of September 26, 2022, a total of 145,000 shares of Series C Preferred Stock were issued and outstanding.

Common Stock

Voting Rights

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders will be determined by a plurality of the votes cast by the stockholders entitled to vote on the election.

Dividend Rights

Holders of common stock are entitled to receive proportionately any dividends that may be declared by our Board of Directors (the “Board”), subject to any preferential dividend rights of any series of preferred stock that may be outstanding.

Liquidation Rights

In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately our net assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the preferential rights of any outstanding preferred stock.

Absence of Other Rights

Holders of common stock have no preemptive, subscription, redemption, or conversion rights. The rights, preferences, and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue.

Trading Symbol and Transfer Agent

Our common stock is traded on the OTCQB Venture Market under the symbol “GCEH.” The transfer agent and registrar for our common stock is Colonial Stock Transfer Co, Inc. The address of our transfer agent and registrar is 7840 S. 700 E. Sandy, Utah 84070, and its telephone number is (801) 355-5740.

Preferred Stock

Under our Certificate of Incorporation, our Board has the authority, without further action by stockholders, to designate one or more series of preferred stock and to fix the voting powers, designations, preferences, limitations, restrictions, and relative rights granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference, and sinking fund terms, any or all of which may be preferential to or greater than the rights of the common stock. 

The authority possessed by our Board to issue preferred stock could potentially be used to discourage attempts by third parties to obtain control of our company through a merger, tender offer, proxy contest, or otherwise by making such attempts more difficult or more costly. Our Board may issue preferred stock with voting rights, conversion rights, and other rights that, if exercised, could adversely affect the voting power of the holders of common stock. 

Series C Preferred Stock

On February 23, 2022, we filed a Certificate of Designations of Series C Preferred Stock (the “Certificate of Designations”) with the Delaware Secretary of State pursuant to which we authorized the issuance of 145,000 shares of Series C Preferred Stock (“Series C Preferred”).  The shares of Series C Preferred Stock have a stated value of $1,000 per share for the purpose of calculating amounts payable upon liquidation, dissolution or winding up. ExxonMobil Renewables LLC (“EM Renewables”), a subsidiary of Exxon Mobil Corporation (“EMC”), purchased, and currently owns a majority of the issued and outstanding shares of Series C Preferred. The holders of the Series C Preferred Stock have the rights, preferences and privileges described in the following paragraphs.

Under the Certificate of Designations, the holders of the Series C Preferred are entitled to receive dividends at a rate of 15%, compounded quarterly; provided, however, until March 31, 2024 we may elect not to pay some or all of the accrued dividends in cash, in which case the unpaid dividends shall accrue and be added to the original issuance price of the shares of Series C Preferred.

The shares of Series C Preferred are not convertible into shares of our common stock.

Except as otherwise required by law or with respect to certain protective provisions included in the Certificate of Designations, the holders of Series C Preferred shall have no right to vote on matters submitted to a vote of our stockholders. Notwithstanding the foregoing, so long as any shares of Series C Preferred are outstanding, without the prior written consent of EM Renewables we may not take certain actions, including the following: (i) amend our Certificate of Incorporation, our bylaws, the Certificate of Designations or the governing documents of our principal subsidiaries in a manner that would be adverse to any holder of such shares in any material respect; (ii) commence any proceeding or action under applicable bankruptcy law, (iii) enter into a change of control transaction, (iv) authorize or issue other securities or securities convertible into or exercisable for any equity security, in each case if such security is on parity with or senior to, the shares of the Series C Preferred, or increase the authorized number of shares of any such equity securities; (v) permit the Company or any of its subsidiaries to incur additional indebtedness in excess of $15,000,000 other than indebtedness contemplated by our annual budget, (vi) declare any dividend on any securities that are on parity with, or junior to the Series C Preferred, (vii) increase the size of the Board, (viii) hire or terminate our Chief Executive Officer, Chief Financial Officer, or Executive Vice President, or materially change the authority or responsibilities of such officers, (ix) enter into certain related party transactions, or (x) adopt an annual operating budget, make material changes to that approved annual budget, or sell or pledge assets other than as provided in the approved annual budget, among other things. In addition, for so long as EM Renewables holds any shares of Series C Preferred, EM Renewables shall have the right, exercisable at its option, to appoint two directors to the Board and, if the Series C Preferred shares have not been redeemed prior to the fifth anniversary of issuance, or upon an event of default under the Certificate of Designations, EM Renewables will have the right to appoint a majority of the Board.

Upon the liquidation of the Company, available cash proceeds will first be distributable to the holders of the Series C Preferred until they have received an amount equal to the Corporation Redemption Price. The “Corporation Redemption Price” is an amount of cash that would have to be distributed so that the aggregate of all cash distributions paid to the holders of Series C Preferred since the date of issuance equals the greater of (i) the original issuance price, as adjusted, and (ii) (x) until the second anniversary of its issuance, an amount equal to 1.85 times the initial purchase price, as adjusted, and (y) from and after the second anniversary of its issuance, an amount equal to two times the initial purchase price, as adjusted.

The Certificate of Designations provides that we will have the right, at any time, to redeem/repurchase the outstanding shares of Series C Preferred (in increments of no less than $25,000,000), for an amount equal to the Corporation Redemption Price.

Warrants

On February 23, 2022, the Company issued warrants to purchase up to an aggregate of 18,547,731 shares of common stock to EM Renewables and the Lenders, all of whom are lenders under the Company’s existing senior secured term loan credit agreement (the “Senior Credit Agreement”), of which warrants to purchase 13,530,723 shares were issued to EM Renewables (the “Tranche I Warrants”), and warrants to purchase 5,017,008 shares were issued to the Lenders (the “Lender I Warrants”). On February 23, 2022, the Company also issued EM Renewables warrants to purchase 6,500,000 shares of the Company’s common stock (the “Tranche II Warrants”).

In consideration of an increase in the commitment under the Senior Credit Agreement as set forth in Amendment No. 9 to the Senior Credit Agreement, dated as of August 5, 2022 (“Amendment No. 9”), the Company issued to the Lenders warrants to purchase up to 7,468,929 shares of common stock (the “Lender II Warrants”).

In connection with transactions contemplated by Amendment No. 9, the Company also entered into a transaction agreement, dated as of August 5, 2022 (the “Transaction Agreement”) with EM Renewables and EMOC pursuant to which, among other things, the Company issued EM Renewables warrants to purchase up to 2,489,643 shares of the Company’s common stock (the “EM Warrants”).

All of the foregoing warrants have a per share exercise price of $2.25, an exercise period that ends on December 23, 2028, and the right to be exercised for cash or by means of cashless exercise. The exercise price and number of shares of common stock issuable under the warrants are subject to adjustments for stock dividends, splits, combinations and similar events.

On April 13, 2021, the Company issued common stock purchase warrants for the purchase of 19,840 shares to three accredited investors. The warrants have an exercise price of $6.25 per share and a five-year term. The exercise price and number of shares of common stock issuable under the Warrants are subject to adjustments for stock dividends, splits, combinations and similar events.

SELLING SECURITYHOLDERS

On February 23, 2022, we issued and sold in a private placement 145,000 shares of Series C Preferred Stock and common stock warrants to EM Renewables and the Lenders (the “Preferred Stock Offering”). The Tranche I Warrants and the Tranche II Warrants were issued to EM Renewables in connection with the Preferred Stock Offering.

On August 5, 2022, we entered into the Transaction Agreement with EM Renewables and EMOC, pursuant to which, among other things, we issued EM Renewables the EM Warrants.

On August 5, 2022, the Company and EM Renewables entered into the EM RRA pursuant to which the Company agreed, among other things, to file a registration statement, of which this prospectus forms a part, to register the resale of shares of 13,530,723 shares of common stock underlying the Tranche I Warrants, 6,500,000 shares of common stock underlying the Tranche II Warrants, and 2,489,643 shares of common stock underlying the EM Warrants on or before September 30, 2022, and to keep such registration statement effective for a period equal to the earlier of five years from the date of effectiveness of this registration statement and on which all shares issuable under such Warrants have been sold.

On August 5, 2022, certain of our subsidiaries and the Lenders entered into Amendment No. 9 and Waiver No. 6, and in connection therewith the Company entered into an amendment agreement dated as of August 5, 2022 (the “Amendment Agreement”) pursuant to which we amended the Lender RRA as follows: (i) we agreed to file a registration statement, of which this prospectus forms a part, to register the resale of 7,468,929 shares of common stock underlying the Lender II Warrants, and (ii) made certain administrative changes to the Lender I Warrants.

We are registering the shares in accordance with the terms of the EM RRA and the Lender RRA to permit each of the selling securityholders identified below, or their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part, to sell, resell or otherwise dispose of the shares in a manner contemplated under “Plan of Distribution” in this prospectus (as may be supplemented and amended). Throughout this prospectus, when we refer to the selling securityholders in this prospectus we are referring to the holders of registration rights under the EM RRA and the Lender RRA and, as applicable, their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part.

The selling securityholders may sell some, all or none of their shares. We do not know how long the selling securityholders will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling securityholders regarding the sale or other disposition of any of the shares. The shares covered hereby may be offered from time to time by the selling securityholders. None of the selling securityholders is a broker-dealer or an affiliate of a broker-dealer.

The following table sets forth the name of each selling securityholders, the number and percentage of common stock beneficially owned by the selling securityholders as of September 26, 2022 (without regard to any limitations upon the exercise of the warrants owned by such selling securityholders), the number of shares that may be offered under this prospectus, and the number and percentage of our common stock beneficially owned by the selling securityholders assuming all of the shares covered hereby are sold. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to our common stock.

All information contained in the table below and the footnotes thereto is based upon information provided to us by the selling securityholders for use in this prospectus. Percentage ownership is based on 42,323,933 shares of common stock outstanding as of September 26, 2022. Unless otherwise indicated in the footnotes to this table, we believe that each of the selling securityholder named in this table has sole voting power with respect to the shares of common stock indicated as beneficially owned.

Relationship with the Selling Securityholders

Other than as discussed below, no selling securityholder has had any position, office, or other material relationship with us or any of our affiliates within the past three years. Based on representations made to us by the selling securityholders, except as noted below, no selling securityholder is a registered broker-dealer or an affiliate of a registered broker-dealer.

The selling securityholders purchased 145,000 shares of our Series C Preferred Stock in the Preferred Stock Offering for $145,000,000.

In connection with a securities purchase agreement dated February 2, 2022 (the “Purchase Agreement”) that the Company entered into with EM Renewables and the Lenders, and in accordance with the Company’s Certificate of Designations, on February 23, 2022 the Board appointed EM Renewables designees, Amy K. Wood and E. Nicholas Jones, to serve as directors of the Company. Ms. Wood and Mr. Jones are employees of EMC or one of its affiliates. Neither Ms. Wood nor Mr. Jones is a party to any current or proposed transactions with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

The Company is party to a product take-off agreement, dated effective April 10, 2019, and most recently amended by Amendment No. 3, dated August 5, 2022, pursuant to which the Company and EMOC have an agreement whereby the Company agrees for a period of 66 months to a committed volume of 135 million gallons of renewable diesel for the first five years of the term and 67.5 gallons of renewable diesel for the final six-month period for the initial term. The Company and EMOC are further parties to a term purchase agreement, dated effective April 21, 2021 (“TPA”), as amended by Amendment No. 2 dated as of August 5, 2022 (“Amendment No. 2 to TPA”) pursuant to which, among other things, the initial term of the TPA was extended by six months to 66 months and EMOC was granted rights to future U.S. federal credits, benefits or other incentives related to the production, manufacture, or sale of renewable fuels, including a national low carbon fuel standard (to the extent related to volumes of production sold to EMOC under the TPA).

The selling securityholders that are Lenders have agreed to lend us up to $397.6 million in a senior secured loan evidenced by the Senior Credit Agreement, which loan is currently outstanding. On May 4, 2020, through our newly formed special purpose subsidiaries, we entered into the Senior Credit Agreement with a group of lenders pursuant to which the lenders agreed to provide us with a $300 million senior secured term loan facility. The Senior Credit Agreement has been amended nine times, pursuant to which, among other things, the total amount available to us under the Senior Credit Agreement was increased from $300 million to $397.6 million. The selling securityholders in this prospectus currently constitute all of the senior lenders under the Senior Credit Agreement. Orion Energy Partners TP Agent, LLC acts as the administrative agent for the senior lenders in their capacity as lenders under the Senior Credit Facility. As of September 26, 2022, $367.6 million has been borrowed under the Senior Credit Agreement. As of September 26, 2022, we have paid or accrued to such selling securityholders (in their capacities as lenders) an aggregate of $61.1 million in interest and $0.4 million in other fees.

The Senior Credit Agreement is secured by all of the assets of our Bakersfield Renewable Fuels Refinery and by all of the ownership interests of our subsidiaries that own the Bakersfield Renewable Fuels Refinery. The Senior Credit Agreement matures on November 4, 2026, and bears interest at the rate of 12.5% per annum. As additional consideration for the Senior Credit Agreement BKRF HCB LLC, one of our subsidiaries that is a party to the Senior Credit Agreement, issued its Class B Unit membership interests to the senior lenders. The Class B Units will provide the senior lenders with certain cash distributions in addition to the principal and interest payments required under the Senior Credit Agreement. Until the later of (i) seven years from the commercial operations date of the Bakersfield Renewable Fuels Refinery and (ii) the date the senior lenders have received two times the loan amount under the Senior Credit Facility (the “Termination Date”), the senior lenders, as holders of the Class B Units, are entitled to receive quarterly distributions of 35% of the free cash flow until the senior lenders have received (collectively, from these cash distributions plus all principal and interest on the senior loan) an amount equal to a 2X multiple of invested capital (two times the amount of the senior loan), for a total of up to $795.2 million, and, if the Termination Date has not occurred, thereafter quarterly distributions of 5% of the free cash flow until the Termination Date.

Concurrently with entering into the Senior Credit Agreement, through our special purpose subsidiaries, on May 4, 2020 we also entered into a mezzanine credit facility (“Mezzanine Credit Facility”) with a group of mezzanine lenders, including the Lenders, pursuant to which we had the right to borrow up to $60 million. As of February 23, 2022, the selling securityholders also were all of the mezzanine lenders. Between May 4, 2020 and February 23, 2022, the Mezzanine Credit Facility was amended to increase the maximum amount available under the Mezzanine Credit Facility from $60 million to $67.4 million. We did not utilize the Mezzanine Credit Facility prior to February 23, 2022, no mezzanine loans were ever advanced to us under that facility, and we made no payments to the selling securityholders/mezzanine lenders under the Mezzanine Credit Facility. On February 23, 2022, the selling securityholders/mezzanine lenders assigned all of the rights and obligations under the Mezzanine Credit Facility to the Company and we assumed the obligations of the mezzanine lenders. As a result, since February 23, 2022 the selling securityholders no longer maintain any relationship with us under the Mezzanine Credit Facility. On February 23, 2022, GCEH fully funded the $67.4 million mezzanine loan and became a lender to the subsidiaries.

LIF AIV 1, L.P. is an affiliate of GRV Securities LLC, a registered broker-dealer. Voya Alternative Asset Management LLC, agent for Voya Renewable Energy Infrastructure Originator I LLC and Voya Renewable Energy Infrastructure Originator L.P., is an affiliate of Voya Investments Distributor, LLC, a registered broker dealer.

PLAN OF DISTRIBUTION

We are registering the shares of common stock issuable upon exercise of the Warrants to permit the resale of these shares of common stock by the holders thereof, from time to time after the date of this prospectus. We will receive proceeds from the exercise of any Warrants (except where cashless exercise is permitted). We will not receive any of the proceeds from the sale by the selling securityholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

The selling securityholders may sell all or a portion of the shares of common stock held by them and offered hereby from time to time in one or more transactions directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling securityholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

The selling securityholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act, as amended (the “Securities Act”), if available, rather than under this prospectus. In addition, the selling securityholders may transfer the shares of common stock by other means not described in this prospectus. If the selling securityholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling securityholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling securityholders may also sell shares of common stock short and deliver shares of common stock, as applicable, covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling securityholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The selling securityholders may pledge or grant a security interest in some or all of the preferred stock, preferred warrants, or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling securityholders to include the pledgee, transferee or other successors in interest as selling securityholders under this prospectus. The selling securityholders also may transfer or donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be included in the term “selling securityholders” for purposes of this prospectus.

To the extent required by the Securities Act and the rules and regulations thereunder, the selling securityholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling securityholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers. Selling securityholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling securityholders will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

The selling securityholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of preferred stock or common stock by the selling securityholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock, including, without limitation, SEC filing fees, fees and expenses of our legal counsel and accountants in connection with the registration, fees and expenses incurred in connection with listing the shares of common stock, and expenses of compliance with state securities or “blue sky” laws; provided, however, a selling securityholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling securityholders against liabilities, including some liabilities under the Securities Act in accordance with the registration rights agreement or the selling securityholders will be entitled to contribution. We may be indemnified by the selling securityholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the selling securityholders specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

LEGAL MATTERS

The validity of the common stock offered by this prospectus will be passed upon by TroyGould PC, Los Angeles, California. As of September 29, 2022, TroyGould PC owned an option to acquire 20,000 shares of common stock and Istvan Benko, Of Counsel to TroyGould PC, owned 10,000 shares and an option to acquire 45,000 shares of common stock.

EXPERTS

The audited financial statements as of and for the year ended December 31, 2021, incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

Macias Gini & O’Connell LLP, independent registered public accounting firm, has audited the consolidated balance sheet of the Company as of December 31, 2020, the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended December 31, 2020, and the related notes in our Annual Report on Form 10-K for the year ended December 31, 2021, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Such financial statements are incorporated by reference in reliance on Macias Gini & O’Connell LLP’s reports, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and other reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge through the Internet. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

We have filed with the SEC a registration statement under the Securities Act relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement, at prescribed rates, from the SEC at the address listed above. The registration statement and the documents referred to below under “Information Incorporated by Reference” are also available on our website at www.gceholdings.com. We have not incorporated by reference into this prospectus the information on, or that can be accessed through, our website, and it is not a part of this prospectus.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to incorporate by reference into this prospectus certain information we file with it, which means that we can disclose important information by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this prospectus and any accompanying prospectus supplement. We incorporate by reference the documents listed below that we have previously filed with the SEC (excluding any portions of any Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K):

We also incorporate by reference into this prospectus additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the completion or termination of the offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information deemed furnished and not filed with the SEC. Any statements contained in a previously filed document incorporated by reference into this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement.

This prospectus may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus. You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.

We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, at no cost to the requester, a copy of any and all of the information that is incorporated by reference in this prospectus.

Requests for such documents should be directed to:

Global Clean Energy Holdings, Inc.

2790 Skypark Drive, Suite 105

Torrance, California 90505

Attention: Chief Administrative Officer

You may also access certain of the documents incorporated by reference in this prospectus through our website at www.gceholdings.com. Except for the specific incorporated documents listed above, no information available on, or that can be accessed through, our website shall be deemed to be incorporated by reference into this prospectus or the registration statement of which it forms a part.