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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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X0202 SCHEDULE 13D/A 0000921895-25-003028 0001452857 XXXXXXXX LIVE 4 Common Stock, par value $0.0001 per share 06/23/2026 false 0001772720 9837FR209 SPRUCE POWER HOLDING CORP 820 GESSNER ROAD SUITE 500 HOUSTON TX 77024 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 3429380.00 0.00 3429380.00 3429380.00 N 18.7 PN 0001537666 N Steel Partners Holdings GP Inc. AF N DE 0.00 3429380.00 0.00 3429380.00 3429380.00 N 18.7 CO 0001522067 N SPH Group LLC AF N DE 0.00 3429380.00 0.00 3429380.00 3429380.00 N 18.7 OO 0001522066 N SPH Group Holdings LLC AF N DE 0.00 3429380.00 0.00 3429380.00 3429380.00 N 18.7 OO 0000709804 N Steel Excel Inc. AF N DE 0.00 3429380.00 0.00 3429380.00 3429380.00 N 18.7 CO 0000914712 N Steel Connect LLC AF N DE 0.00 3429380.00 0.00 3429380.00 3429380.00 N 18.7 OO 0002099397 N SP Strategic Holdings LLC WC N DE 0.00 3429380.00 0.00 3429380.00 3429380.00 N 18.7 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 820 GESSNER ROAD SUITE 500 HOUSTON TX 77024 Item 2(a) is hereby amended to add the following: Effective May 29, 2026, Steel Connect Sub LLC, a Delaware limited liability company, underwent a name change to SP Strategic Holdings LLC ("SP Strategic Holdings"). All references to Steel Connect Sub herein are now deemed to refer to SP Strategic Holdings. Item 3 is hereby amended and restated to read as follows: The aggregate purchase price of the 3,429,380 Shares owned directly by SP Strategic Holdings is approximately $12,152,834, including brokerage commissions. Such Shares were acquired with SP Strategic Holdings' 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 4 is hereby amended to add the following: As part of the Issuer's ongoing engagement with stockholders, beginning in February 2026, the Issuer discussed and received feedback regarding its governance and operations with the Reporting Persons. As part of these discussions, the Issuer and the Reporting Persons discussed the composition of its Board of Directors (the "Board") and the possibility of redomiciling the Issuer in Texas. On June 23, 2026, the Issuer filed a definitive proxy statement with the Securities and Exchange Commission announcing the nomination of Mr. Howard for election to the Board at the 2026 annual meeting of stockholders of the Issuer (the "Annual Meeting"), to be elected for a three-year term. Mr. Howard was recommended for nomination to be elected as a director at the Annual Meeting by the Issuer's chief executive officer and after consideration was nominated by the Nominating and Corporate Governance Committee following its review of his background, qualifications and skills, and in consideration of the materials he submitted to the Issuer and the Board in connection with his evaluation as a director candidate. 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 18,369,300 Shares outstanding, which is the total number of Shares outstanding as of June 16, 2026, as reported in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 23, 2026. As of the close of business on the date hereof, SP Strategic Holdings owned directly 3,429,380 Shares, constituting approximately 18.7% of the Shares outstanding. By virtue of their relationships with SP Strategic Holdings, 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 SP Strategic Holdings. 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 SP Strategic Holdings. 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: None of the Reporting Persons have engaged in any transactions in the Shares during the past 60 days. STEEL PARTNERS HOLDINGS L.P. /s/ Maria Reda Maria Reda, Secretary of Steel Partners Holdings GP Inc., its General Partner 06/25/2026 Steel Partners Holdings GP Inc. /s/ Maria Reda Maria Reda, Secretary 06/25/2026 SPH Group LLC /s/ Maria Reda Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Managing Member 06/25/2026 SPH Group Holdings LLC /s/ Maria Reda Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Manager 06/25/2026 Steel Excel Inc. /s/ Maria Reda Maria Reda, Secretary 06/25/2026 Steel Connect LLC /s/ Maria Reda Maria Reda, Secretary 06/25/2026 SP Strategic Holdings LLC /s/ Maria Reda Maria Reda, Secretary 06/25/2026 HOWARD JACK L /s/ Jack L. Howard Jack L. Howard 06/25/2026