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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, 2024
Form 10-Q For the quarterly period ended September 30, 2024

Filed November 14, 2024
File No. 000-12627

Ladies and Gentlemen:

This letter sets forth the responses of Global Clean Energy Holdings, Inc. (the “Company,” “we,” “our” and “us”) to the comments set forth in the letter dated December 5, 2024 (the “Comment Letter”) from the staff (the “Staff”) of the Division of Corporation Finance, Office of Industrial Applications of Services, of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced Form 10-K for the fiscal year ended December 31, 2023 (our “2023 Form 10-K) and Form 10-Q for the quarterly period ended September 30, 2024 (our “September 2024 10-Q”).

For your convenience and to assist in your review, we have set forth below in bold the Staff’s comments as set forth in the Comment Letter, followed by the Company’s responses thereto.

Form 10-K For the fiscal year ended December 31, 2023

Consolidated Financial Statements

Consolidated Statement of Operations, page F-6

1.We note you recorded $25.3 million in accretion in 2022 and $44.9 million in accretion in 2023 related to the Series C shares. Please explain to us why you did not increase your net loss by the amount of accretion in the statements of operations. Refer to ASC 260-10-45-11, ASC 480-10-S99-2, and ASC 480-10-S99-3A (20).

Response: We acknowledge the Staff’s comment and agree that the accretion of dividends on Series C preferred stock should have been included in the numerator for computing loss per share available to common shareholders, consistent with the guidance in ASC 260-10-45-11, ASC 480-10-S99-2, and ASC 480-10-S99-3A (20). This error has been identified and was corrected in

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the quarterly period ended June 30, 2024 (“June 2024 10-Q”) and the September 2024 10-Q. For the sake of clarity, dividends and accretion associated with the Series C preferred stock were previously recognized and disclosed in accordance with US GAAP and SEC reporting requirements in all material respects however, the error resulted from the exclusion of accretion of dividends on Series C preferred stock from the numerator of the loss per share computation. This error did not impact our consolidated balance sheets, consolidated statements of cash flows, or net income (loss) for any prior periods. Additionally, we evaluated the materiality of the error in accordance with SAB 99 and determined that while the error was quantitatively large, based on management’s evaluation of the factors outlined in SAB 99, the error was not material. We determined overall immateriality based on, but not limited to, the following:

•At the time of filing the 2023 Form 10-K and the September 2024 10-Q, the Company was largely in a pre-revenue stage, with insignificant amounts of revenue recognized from the sale of seed along with Camelina meal and oil. The primary focus of our investors and other stakeholders was on liquidity, cash outflows, the remaining estimated costs to be incurred before the facility becomes revenue-generating, and the projected timeline for the facility's start-up.

•The accretion of dividends recognized were non-cash in nature and all Series C shares were subsequently redeemed as of June 30, 2024. This redemption resulted in a reversal of all previous dividend accretion due to the treatment of difference between the redemption amount and the then-current carrying value under ASC 260-10-S99-2. As such, this was unlikely to impact the reader’s conclusion as to the Company’s overall financial position.

The disclosure included in the June 2024 10-Q is provided for reference below with a similar disclosure included in the September 2024 10-Q updated for impacted amounts for the three and nine months ended September 30, 2024:

“Correction of an Immaterial Error on Previously Issued Financial Statements

During 2024, the Company identified an immaterial error in the earning per share computation in the Consolidated Statements of Operations. The error resulted from the exclusion of accretion of dividends in the amounts of $11.9 million and $20.7 million on Series C preferred stock for the three and six months ended June 30, 2023, respectively, from the numerator for computing loss per share available to common shareholders. This resulted in increasing the basic and diluted loss per share by $0.28 and $0.49 for the three and six months ended June 30, 2023, respectively. The Company has corrected the previously reported amounts in these financial statements. The error does not impact the condensed consolidated balance sheets, the condensed consolidated statements of cash flows and net income (loss) for any of the prior periods. The Company will also correct previously reported financial information for this error in its future filings, as applicable.”

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We believe these disclosures in our June 2024 10-Q and our September 2024 10-Q appropriately address the identified error and clearly communicate the correction of previously reported financial information in compliance with ASC 250-10-50-7 through 250-10-50-10. Consistent with ASC 250-10-50-7 through 250-10-50-10, in our financial statements for the fiscal year ended December 31, 2024, we will revise our previously reported loss per common share for the year ended December 31, 2023, to correct this error and disclose the nature and effect of the correction.

Long-Lived Assets, page F-17

2.You disclose, in part, that various scheduling issues experienced to date with CTCI and other factors beyond your control have delayed the completion of the Facility. In addition, you disclose that EMOC terminated the POA due to failure to achieve the June 30, 2023 start date. As it relates to your accounting for the construction in process for the Facility, please address the following:

•Tell us whether you tested these assets for recoverability during 2023 the construction in process, as set forth in ASC 360-10-35-21 and 35-34;

Response: Yes, we acknowledged that the facts and circumstances described above indicate that the carrying value of the long-lived assets associated with the Project may not be recoverable as discussed in ASC 360-10-35-21. As a result, we tested the identified asset group for recoverability as of December 31, 2023.

•If you did not test these assets for recoverability, describe to us the basis for your determination;

Response: N/A, please refer to the response above.

•Identify for us the assets and liabilities that were grouped, as set forth in ASC 360-10-35-23.

Response: Bakersfield Renewable Fuels, LLC (“BKRF” or the “Project Company”) is a Delaware limited liability company that owns the Bakersfield Renewable Fuels Refinery (the “Refinery”). In May 2020, the Company purchased the Refinery and began the process of retooling and converting the plant into a state-of-the-art renewable fuels facility (the “Project”). When identifying the asset group, we considered several entity-specific operating characteristics (interdependency of revenue, interchangeability of assets, shared costs structures, etc.).  More specifically, we focused on the assets, liabilities, and expected cash flows related to BKRF and the Project. In accordance with ASC 360-10-35-23 and ASC 360-10-35-24, we determined the “Asset Group” to include the property plant and equipment assets of the Refinery (the primary asset within the Asset Group), associated liabilities incurred for the construction of the Refinery (which primarily includes the EPC deferred payment liability), and environmental liabilities associated with the Refinery.

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We excluded the asset retirement liability pursuant to ASC 360-10-35-18. As discussed further in this response, we also excluded the Class B Unit Liability and outstanding loans under our Senior Credit Agreement, which were both associated with the construction of our Refinery.

•If you did test these assets for recoverability, describe for us the significant assumptions and amounts of your undiscounted cash flows analysis under ASC 360-10-35-17.

Response: We considered the guidance from ASC 360-10-35-29 in our determination of an appropriate estimate of the future cash flows related to the identified Asset Group. The significant assumptions used in determining the undiscounted cash flows are as follows:

Cash Flow Term

The period over which the estimated future cash flows used in the recoverability test shall be based on the remaining useful life of the primary asset within the asset group. We assessed the factors in ASC 360-10-35-32 and concluded that the Bakersfield Renewable Fuels Refinery was the primary asset thus the future cash flows used in the recoverability test were projected over the expected 30-year useful life of the Refinery.

Underlying Cash Flows

When developing the underlying cash flows of the asset group used in the recoverability test, we considered the following from ASC 360-10-35-30:

“Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall incorporate the entity's own assumptions about its use of the asset (asset group) and shall consider all available evidence. The assumptions used in developing those estimates shall be reasonable in relation to the assumptions used in developing other information used by the entity for comparable periods, such as internal budgets and projections, accruals related to incentive compensation plans, or information communicated to others. However, if alternative courses of action to recover the carrying amount of a long-lived asset (asset group) are under consideration or if a range is estimated for the amount of possible future cash flows associated with the likely course of action, the likelihood of those possible outcomes shall be considered. A probability-weighted approach may be useful in considering the likelihood of those possible outcomes. See Example 2 (paragraph 360-10-55-23) for an illustration of this guidance.”

As disclosed within our 2023 Form 10-K we executed a Product Offtake Agreement with Exxon (“Exxon POA”) for the purchase of renewable diesel from the Refinery for a period of five years following the date the Facility commences commercial operations, with an option to extend the initial term. On May 19, 2023, Exxon provided a termination notice related to the Exxon POA due to operational delays. At the time this assessment was performed, we rejected Exxon’s attempt to terminate the agreement resulting in

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uncertainties of whether the POA would stay in place. As a result of the uncertainties, we developed two separate future cash flow projections to test the recoverability of the asset group, as follows: (1) future cash flows under the existing Exxon POA (“Exxon POA Scenario”), and (2) future cash flows under current market-based pricing (“Merchant Case Scenario”). A summary of the underlying cash flows developed under each scenario are detailed below:

1.Cash flows under the Exxon POA Scenario:

oThe projected cash flows under this scenario were determined using the contractual terms of the Exxon POA over the initial and renewal terms of the agreement through 2034, less estimated future operating costs, and adjusted for inflation thereafter to assume a terminal growth rate and cash flows over the remaining economic life of the Refinery. Even if the renewal terms, which the Company believed were probable at the time, were excluded, the cash flows projected under the Merchant Case Scenario for the period following the initial term would still support the recoverability of the asset group.

2.Cash flows under the Merchant Case Scenario:

oRevenue projections were based on market-based assumptions, including future renewable diesel demand and expected production volumes, anticipated market pricing, which incorporate compliance with governmental renewable standards (e.g., Renewable Fuel Standard (“RFS”) and Low Carbon Fuel Standard (“LCFS”), along with regulatory incentives such as the Blender’s Tax Credit (“BTC”) and the Clean Fuel Production Credit (“45Z”).

oFeedstock costs were estimated using forward market pricing for key feedstocks (soybean and canola oil).

oOperating costs, inclusive of capital maintenance expenditures, were based on management’s estimate of the Refinery’s long-term operating costs, with inflation adjustments over the projection period.

Probability-Weighted Approach

Considering the above, we believed it appropriate to consider the likelihood of retaining the POA with Exxon and thus referenced the following excerpt from ASC 360-10-35-30:

“…However, if alternative courses of action to recover the carrying amount of a long-lived asset (asset group) are under consideration or if a range is estimated for the amount of possible future cash flows associated with the likely course of action, the likelihood of those possible outcomes shall be considered. A probability-weighted approach may be useful in considering the likelihood of those possible outcomes. See Example 2 (paragraph 360-10-55-23) for an illustration of this guidance.”

As such, we applied a probability-weighted approach to the two scenarios discussed above to test the recoverability of the asset group. We assigned the following estimated

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probabilities to each scenario: Exxon POA Scenario (25%); Merchant Case Scenario (75%). In determining these weightings, we considered the following:

In 2023, we hired advisors to assist with a request for proposal process for a replacement offtake agreement.

Prior to December 31, 2023, we received two term sheets for replacement offtake agreements.

Given the expected litigation costs and uncertainty associated with negotiating with Exxon, we believed that the more likely case was the Merchant Case.

However, we would not assign zero probability to the Exxon POA scenario as Exxon had significant involvement in our Company through their board representation, their Preferred Stock investment, and their other warrants on the equity of Sustainable Oils, Inc., and Global Clean Energy Holding, Inc. As such, we viewed 25% as a reasonable estimate of the Exxon POA staying intact as of December 31, 2023.

Further, we noted that the weighting alone does not impact the assessment as both scenarios would pass on an undiscounted basis.

The weighted undiscounted cash flows for the Merchant Case Scenario and Exxon POA Scenario utilizing a 30-year useful life were significantly in excess of the carrying value of the Asset Group.

Other Cash Flow Assumptions

Capital expenditures to place Asset Group in service:

At the time the assessment was performed the Project was still in development. As a result, we included cash flows associated with all future expenditures necessary to develop the asset group along with the estimated interest payments that will be capitalized prior to the Project’s completion. As of December 31, 2023, we estimated $75.0 million of capitalized expenditures related to the asset group, and $25.0 million of future capitalized interest payments.

Treatment of contingent obligations:

Additionally, estimated cash flows shall include management’s best estimate of future cash flows related to any contingent obligations. The amended EPC Agreement executed on January 1