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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0001452857 XXXXXXXX LIVE 2 Common Stock, par value $0.0001 per share 12/11/2025 false 0001772720 9837FR209 SPRUCE POWER HOLDING CORP 2000 S COLORADO BLVD SUITE 2-825 DENVER CO 80222 Warren G. Lichtenstein 212-520-2300 Steel Partners Holdings L.P. 590 Madison Avenue, 32nd Floor New York NY 10022 0001452857 N STEEL PARTNERS HOLDINGS L.P. AF N DE 0.00 3079314.00 0.00 3079314.00 3079314.00 N 16.9 PN 0001537666 N Steel Partners Holdings GP Inc. AF N DE 0.00 3079314.00 0.00 3079314.00 3079314.00 N 16.9 CO 0001522067 N SPH Group LLC AF N DE 0.00 3079314.00 0.00 3079314.00 3079314.00 N 16.9 OO 0001522066 N SPH Group Holdings LLC AF N DE 0.00 3079314.00 0.00 3079314.00 3079314.00 N 16.9 OO 0000709804 N Steel Excel Inc. AF N DE 0.00 3079314.00 0.00 3079314.00 3079314.00 N 16.9 CO 0000914712 N Steel Connect LLC AF N DE 0.00 3079314.00 0.00 3079314.00 3079314.00 N 16.9 OO 0002099397 N STEEL CONNECT SUB LLC WC N DE 0.00 3079314.00 0.00 3079314.00 3079314.00 N 16.9 OO 0001144269 N HOWARD JACK L PF N X1 50000.00 0.00 50000.00 0.00 50000.00 N 0.3 IN Common Stock, par value $0.0001 per share SPRUCE POWER HOLDING CORP 2000 S COLORADO BLVD SUITE 2-825 DENVER CO 80222 Item 3 is hereby amended and restated to read as follows: The aggregate purchase price of the 3,079,314 Shares owned directly by Steel Connect Sub is approximately $10,580,995, including brokerage commissions. Such Shares were acquired with Steel Connect Sub's cash on hand. The aggregate purchase price of the 50,000 Shares owned directly by Mr. Howard is approximately $80,010, including brokerage commissions. Such Shares were acquired with Mr. Howard's personal funds. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 18,168,863 Shares outstanding, which is the total number of Shares outstanding as of November 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025. As of the close of business on the date hereof, Steel Connect Sub owned directly 3,079,314 Shares, constituting approximately 16.9% of the Shares outstanding. By virtue of their relationships with Steel Connect Sub, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and Steel Connect may be deemed to beneficially own the Shares owned directly by Steel Connect Sub. As of the close of business on the date hereof, Mr. Howard owned directly 50,000 Shares, constituting less than 1% of the Shares outstanding. Item 5(b) is hereby amended and restated to read as follows: Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and Steel Connect may be deemed to have shared power to vote and dispose of the Shares reported in this statement owned directly by Steel Connect Sub. Mr. Howard has the sole power to vote and dispose of the Shares reported in this statement that he directly owns. Item 5(c) is hereby amended and restated to read as follows: The transactions in the Shares by Steel Connect Sub since the filing of Amendment No. 1 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market. Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities Since the Filing of Amendment No. 1 to Schedule 13D STEEL PARTNERS HOLDINGS L.P. /s/ Maria Reda Maria Reda, Secretary of Steel Partners Holdings GP Inc., its General Partner 12/15/2025 Steel Partners Holdings GP Inc. /s/ Maria Reda Maria Reda, Secretary 12/15/2025 SPH Group LLC /s/ Maria Reda Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Managing Member 12/15/2025 SPH Group Holdings LLC /s/ Maria Reda Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Manager 12/15/2025 Steel Excel Inc. /s/ Maria Reda Maria Reda, Secretary 12/15/2025 Steel Connect LLC /s/ Maria Reda Maria Reda, Secretary 12/15/2025 STEEL CONNECT SUB LLC /s/ Maria Reda Maria Reda, Secretary 12/15/2025 HOWARD JACK L /s/ Jack L. Howard Jack L. Howard 12/15/2025