Steel Partners group reports 2.87M SPRU shares in amended 13D

Rhea-AI Filing Summary

Spruce Power Holding Corp. (SPRU)Steel Partners, through Steel Connect Sub LLC, beneficially own 2,865,612 shares of Spruce Power common stock. This represents approximately 15.8% of the 18,168,863 shares outstanding as of November 5, 2025, indicating a significant minority stake.

Steel Connect Sub acquired these shares for an aggregate purchase price of about $9,515,812 in cash, while individual investor Jack L. Howard directly owns 50,000 shares for about $80,010, or roughly 0.3% of the company. Steel Partners entities are reported to share voting and dispositive power over the Steel Connect Sub position, while Mr. Howard has sole voting and dispositive power over his shares. All reported transactions in the stock were executed in the open market.

11/24/2025 - 05:48 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

SPRUCE POWER HOLDING CORP

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

9837FR209

(CUSIP Number)

Warren G. Lichtenstein
Steel Partners Holdings L.P., 590 Madison Avenue, 32nd Floor
New York, NY, 10022
212-520-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/20/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 9837FR209

1

Name of reporting person

STEEL PARTNERS HOLDINGS L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,865,612.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,865,612.00

11

Aggregate amount beneficially owned by each reporting person

2,865,612.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 9837FR209

1

Name of reporting person

Steel Partners Holdings GP Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,865,612.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,865,612.00

11

Aggregate amount beneficially owned by each reporting person

2,865,612.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 9837FR209

1

Name of reporting person

SPH Group LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,865,612.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,865,612.00

11

Aggregate amount beneficially owned by each reporting person

2,865,612.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 9837FR209

1

Name of reporting person

SPH Group Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,865,612.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,865,612.00

11

Aggregate amount beneficially owned by each reporting person

2,865,612.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 9837FR209

1

Name of reporting person

Steel Excel Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,865,612.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,865,612.00

11

Aggregate amount beneficially owned by each reporting person

2,865,612.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 9837FR209

1

Name of reporting person

Steel Connect LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,865,612.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,865,612.00

11

Aggregate amount beneficially owned by each reporting person

2,865,612.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 9837FR209

1

Name of reporting person

STEEL CONNECT SUB LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,865,612.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,865,612.00

11

Aggregate amount beneficially owned by each reporting person

2,865,612.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 9837FR209

1

Name of reporting person

HOWARD JACK L

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 50,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 50,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

50,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: SPRUCE POWER HOLDING CORP
(c)	Address of Issuer's Principal Executive Offices: 2000 S COLORADO BLVD, SUITE 2-825, DENVER, COLORADO , 80222.
Item 3.	Source and Amount of Funds or Other Consideration
	The aggregate purchase price of the 2,865,612 Shares owned directly by Steel Connect Sub is approximately $9,515,812, 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.	Interest in Securities of the Issuer
(a)	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 2,865,612 Shares, constituting approximately 15.8% 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.
(b)	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.
(c)	The transactions in the Shares by Steel Connect Sub since the filing of 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.	Material to be Filed as Exhibits.
	1 - Transactions in Securities

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

STEEL PARTNERS HOLDINGS L.P.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its General Partner
Date:	11/24/2025

Steel Partners Holdings GP Inc.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	11/24/2025

SPH Group LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Managing Member
Date:	11/24/2025

SPH Group Holdings LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary of Steel Partners Holdings GP Inc., its Manager
Date:	11/24/2025

Steel Excel Inc.

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	11/24/2025

Steel Connect LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	11/24/2025

STEEL CONNECT SUB LLC

Signature:	/s/ Maria Reda
Name/Title:	Maria Reda, Secretary
Date:	11/24/2025

HOWARD JACK L

Signature:	/s/ Jack L. Howard
Name/Title:	Jack L. Howard
Date:	11/24/2025

FAQ

What ownership stake in Spruce Power (SPRU) does Steel Partners report in this Schedule 13D/A?

The reporting group led by Steel Partners, through Steel Connect Sub LLC, reports beneficial ownership of 2,865,612 Spruce Power shares, representing approximately 15.8% of the outstanding common stock as of November 5, 2025.

How many Spruce Power (SPRU) shares are outstanding according to this Schedule 13D/A?

The ownership percentages are based on 18,168,863 Spruce Power shares outstanding as of November 5, 2025, as reported in the company’s Form 10-Q filed on November 13, 2025.

What is the total amount Steel Connect Sub paid for its Spruce Power (SPRU) shares?

Steel Connect Sub LLC paid an aggregate purchase price of approximately $9,515,812, including brokerage commissions, for the 2,865,612 Spruce Power shares it owns directly, using its cash on hand.

What is Jack L. Howard’s ownership in Spruce Power (SPRU) as disclosed here?

Jack L. Howard directly owns 50,000 Spruce Power shares, purchased for about $80,010, representing approximately 0.3% and less than 1% of the outstanding shares. He has sole voting and dispositive power over these shares.

Which entities share voting and dispositive power over the Steel Partners Spruce Power (SPRU) stake?

Each of Steel Partners Holdings L.P., Steel Partners Holdings GP Inc., SPH Group LLC, SPH Group Holdings LLC, Steel Excel Inc., and Steel Connect LLC may be deemed to share voting and dispositive power over the 2,865,612 shares owned directly by Steel Connect Sub LLC.

How were the Spruce Power (SPRU) share transactions by Steel Connect Sub executed?

The transactions in Spruce Power shares by Steel Connect Sub LLC referenced in this amendment were effected in the open market, with individual trades listed in an exhibit.