SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* LICHTENSTEIN WARREN G (Last) (First) (Middle) C/O STEEL PARTNERS II, L.P. 590 MADISON AVENUE, 32ND FLOOR (Street) (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/10/2007	3. Issuer Name and Ticker or Trading Symbol SP Acquisition Holdings, Inc. [ DSP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman, President and CEO	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/10/2007
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.001 per share	10,331,012 ( 1 )	I	Shares Held By SP Acq LLC ( 2 ) ( 3 )
Common Stock, par value $.001 per share	668,988 ( 1 )	I	Shares Held By Steel Partners II, L.P ( 4 )

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	( 5 )	( 6 )	Common Stock, par value $.001 per share	10,331,012 ( 1 )	7.5	I	Warrants Held By SP Acq LLC ( 7 )
Warrant (right to buy)	( 5 )	( 6 )	Common Stock, par value $.001 per share	668,988 ( 1 )	7.5	I	Warrants Held By Steel Partners II, L.P ( 8 )

1. Name and Address of Reporting Person* LICHTENSTEIN WARREN G (Last) (First) (Middle) C/O STEEL PARTNERS II, L.P. 590 MADISON AVENUE, 32ND FLOOR (Street) (City) (State) (Zip)

1. Name and Address of Reporting Person* SP Acq LLC (Last) (First) (Middle) 590 MADISON AVENUE, 32ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. This Form 3 was amended to reflect that, pursuant to the Purchase Agreement dated March 30, 2007, by and among the Company, SP Acq LLC and Steel Partners II, L.P. (''SPII''), the ultimate number of securities held by SPII and SP Acq LLC would be based in part upon the exercise of the overallotment option.

2. This Form 3 is filed jointly by Warren G. Lichtenstein and SP Acq LLC ("SP Acq"). Mr. Lichtenstein is deemed to be a 10% owner of the Issuer and SP Acq is a 10% owner of the Issuer. The securities reported in this Form 3 are owned directly by SP Acq, and owned indirectly by Mr. Lichtenstein by virtue of his position as managing member of SP Acq. Mr. Lichtenstein disclaims beneficial ownership of the shares owned by SP Acq except to the extent of his pecuniary interest therein.

3. Includes 1,500,000 shares that are subject to forfeiture if the underwriters' over-allotment option is not exercised in full.

4. Shares owned by Steel Partners II, L.P. ("SPII"). Mr. Lichtenstein, by virtue as his position as sole executive officer and managing member of Steel Partners, L.L.C., the general partner of SPII, may be deemed to be the beneficial owner of the Shares owned by SPII. Mr. Lichtenstein disclaims beneficial ownership of the shares owned by SPII except to the extent of his pecuniary interest therein.

5. The warrants will become exercisable after the consummation of an initial business combination if and when the last sales price of the common stock exceeds $14.25 per share for any 20 trading days within a 30 trading day period beginning 90 days after such business combination.

6. The warrants will expire at 5:00 p.m., New York time, on October 10, 2012 or earlier upon redemption or liquidation of the trust account.

7. Includes 1,500,000 warrants that are subject to forfeiture if the underwriters' over-allotment option is not exercised in full.

8. This Form 3 is filed jointly by Warren G. Lichtenstein and SP Acq LLC ("SP Acq"). Mr. Lichtenstein is deemed to be a 10% owner of the Issuer and SP Acq is a 10% owner of the Issuer. The securities reported in this Form 3 are owned directly by SP Acq, and owned indirectly by Mr. Lichtenstein by virtue of his position as managing member of SP Acq. Mr. Lichtenstein disclaims beneficial ownership of the warrants owned by SP Acq except to the extent of his pecuniary interest therein.

Remarks:

	By: /s/ Lauren Isenman as Attorney in Fact for Warren G. Lichtenstein	11/01/2007
	By: SP Acq LLC, By: /s/ Lauren Isenman as Attorney in Fact for Warren G. Lichtenstein, Managing Member	11/01/2007
	** Signature of Reporting Person	Date
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