| 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 2. | Identity and Background |
|
| (a) | This statement is filed by Steel Partners Holdings L.P., a Delaware limited partnership ("Steel Holdings"), Steel Partners Holdings GP Inc., a Delaware corporation ("Steel Holdings GP"), SPH Group LLC, a Delaware limited liability company ("SPHG"), SPH Group Holdings LLC, a Delaware limited liability company ("SPHG Holdings"), Steel Excel Inc., a Delaware corporation ("Steel Excel"), Steel Connect LLC, a Delaware limited liability company ("Steel Connect"), Steel Connect Sub LLC, a Delaware limited liability company ("Steel Connect Sub") and Jack L. Howard. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
Steel Holdings owns a majority of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. Steel Excel is a majority owned subsidiary of SPHG Holdings. Steel Connect is an indirect subsidiary of Steel Excel. Steel Connect Sub is a wholly owned subsidiary of Steel Connect. Accordingly, for purposes of this statement, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and Steel Connect may be deemed to beneficially own the shares of Common Stock, par value $0.0001 per share (the "Shares"), owned directly by Steel Connect Sub. Mr. Howard is the President of Steel Holdings GP.
Each Reporting Person disclaims beneficial ownership of the Shares owned directly by another Reporting Person.
Set forth in Exhibit 1 attached hereto ("Exhibit 1") is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of (i) the executive officers and directors of Steel Holdings GP, (ii) the executive officers and directors of Steel Excel, (iii) the executive officers and managers of Steel Connect, and (iv) the executive officers of Steel Connect Sub. To the best of the Reporting Persons' knowledge, except as otherwise set forth herein, none of the persons listed in Exhibit 1 beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein. |
| (b) | The principal business address of the Reporting Persons is 590 Madison Avenue, 32nd Floor, New York, NY 10022. |
| (c) | Steel Holdings is a global diversified holding company that engages or has interests in a variety of operating businesses through its subsidiary companies. The principal business of SPHG Holdings is holding securities for the account of Steel Holdings. The principal business of SPHG is serving as the sole member of SPHG Holdings and other affiliates. The principal business of Steel Holdings GP is serving as the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. The principal business of Steel Excel is serving as a global diversified company that engages or has interests in a variety of operating businesses. The principal business of Steel Connect is serving as a holding company whose wholly owned subsidiary, ModusLink Corporation, serves the supply chain management market. The principal business of Steel Connect Sub is holding securities for the account of Steel Connect. The principal occupation of Mr. Howard is serving as the President of Steel Holdings GP. |
| (d) | No Reporting Person, nor any person listed in Exhibit 1, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | No Reporting Person, nor any person listed in Exhibit 1, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Howard and each of the individuals who are listed in Exhibit 1 is a citizen of the United States of America. Each of the entities that are Reporting Persons are organized under the laws of the State of Delaware. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The aggregate purchase price of the 2,535,049 Shares owned directly by Steel Connect Sub is approximately $7,934,143, 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 4. | Purpose of Transaction |
| | The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, other investment opportunities available to the Reporting Persons, and the outcome of any discussions referenced herein, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in communications and negotiations with management and the Issuer's Board of Directors, engaging in discussions with stockholders of the Issuer or third parties (including potential financing sources), exchanging information with the Issuer or any such persons pursuant to appropriate confidentiality or similar agreements regarding any of the foregoing, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4. The Reporting Persons may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions. |
| 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 2,535,049 Shares, constituting approximately 14.0% 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 during the past sixty days are set forth in Exhibit 2 and are incorporated herein by reference. All of such transactions were effected in the open market. Mr. Howard has not transacted in the securities of the Issuer in the past sixty days. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | On the date hereof, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer. A copy of this agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | 1 - Directors and Officers
2- Transactions in Securities
99.1 - Joint Filing Agreement by and among the Reporting Persons, dated November 13, 2025 |
