sec document

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): October 31, 2007
                              --------------------

                          SP ACQUISITION HOLDINGS, INC.
               (Exact Name of Registrant as Specified in Charter)

         Delaware                   001-142696                20-8523583
(State or other jurisdiction       (Commission              (IRS Employer
     of incorporation)             File Number)           Identification No.)

            590 Madison Avenue, 32nd Floor
                     New York, NY                                10022
       (Address of principal executive offices)               (Zip code)

                                 (212) 520-2300
              Registrant's telephone number, including area code:

                                 Not Applicable
         (Former name or former address, if changed since last report.)

      Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act



ITEM 8.01.  OTHER EVENTS.

      On October 31, 2007, SP Acquisition Holdings, Inc. (AMEX: DSP.U) (the
"Company") consummated the partial exercise of the underwriters' over-allotment
option. As a result, the total gross proceeds from the Company's initial public
offering ("IPO") was approximately $432,896,000 (excluding the proceeds from the
offering of $7.0 million of additional founders' warrants received upon
consummation of the IPO). After taking into effect the exercise of the
over-allotment option and the other proceeds from the IPO, the deferred
underwriting discounts and commissions and the proceeds from the offering of
$7.0 million of additional founders' warrants, $425,909,120 has been placed in
trust or $9.84 per share.

      In addition, the Company announced on October 29, 2007 that commencing on
November 2, 2007, the holders of the Company's units may elect to separately
trade the common stock and warrants included in the Company's units. Those units
not separated will continue to trade on the American Stock Exchange under the
symbol DSP.U, and each of the common stock and warrants will trade on the
American Stock Exchange under the symbols DSP and DSP.WS, respectively.

      A copy of the Press Release issued by the Company announcing the exercise
of the over-allotment option and the separation of the units is attached hereto
as Exhibit 99.1.

ITEM 9.01.  STATEMENTS AND EXHIBITS.

(d) Exhibits.

      EXHIBIT
      Number    Exhibit
      ------    -------

        99.1    Press release, dated October 29, 2007



                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

Dated: October 31, 2007                  SP Acquisition Holdings, Inc.

                                         By: /s/ Warren G. Lichtenstein
                                            ------------------------------------
                                            Warren G. Lichtenstein
                                            Chairman of the Board, President
                                            and Chief Executive Officer



                                  EXHIBIT INDEX

      EXHIBIT
      Number    Exhibit
      ------    -------

        99.1    Press release, dated October 29, 2007