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-K
[_] Transition Report on Form 10-Q
 
For the Transition Period Ended: ____________________

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

[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.

(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 purchased an oil refinery on May 7, 2020 and, accordingly, did not own this asset during the quarter ended March 31, 2020.  Registrant is currently in the process of retooling the refinery to produce biofuels and, accordingly, has not generated any revenues from its refinery operations.  Registrant anticipates that for the fiscal quarter ended March 31, 2021 it will have an operating loss of approx. $6.7 million and a net loss of approx. $8.2 million, compared to an operating loss of $0.4 million and net income of $5.8 million for the March 31, 2020 fiscal quarter.  The net income for the 2020 fiscal quarter is the result of a change in fair value derivative and finance charges related to derivative liability.

Date:  

May 17, 2021

By: /s/

/s/ Ralph Goehring

Name:

Ralph Goehring

Title:

Chief Financial Officer