Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  TOBOROFF LEONARD
 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]
(Last)
(First)
(Middle)
C/O SP ACQUISITION HOLDINGS, INC., 590 MADISON AVENUE, 32ND FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 100,000
D
 
Common Stock, par value $.001 per share 10,337
I
Shares Held By SP Acq LLC (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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)   (2)   (3) Common Stock, par value $.001 per share 100,000 $ 7.5 D  
Warrant (right to buy)   (2)   (3) Common Stock, par value $.001 per share 10,337 $ 7.5 I Warrants Held By SP Acq LLC (4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TOBOROFF LEONARD
C/O SP ACQUISITION HOLDINGS, INC.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022		   X      

Signatures

/s/ Toboroff, Leonard 10/02/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 1,500 shares held in escrow subject to forfeiture if the underwriters' over-allotment option is not exercised in full. The Reporting Person disclaims beneficial ownership of the shares owned by SP Acq LLC except to the extent of his pecuniary interest therein.
(2) 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.
(3) The warrants will expire at 5:00 p.m., New York time, on the date that is five years from the date of the prospectus or earlier upon redemption or liquidation of the trust account.
(4) Includes 1,500 warrants held in escrow subject to forfeiture if the underwriters' over-allotment option is not exercised in full. The Reporting Person disclaims beneficial ownership of the warrants owned by SP Acq LLC except to the extent of his pecuniary interest therein.

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