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August 3, 2022
Maria Reda
General Counsel
Steel Connect, Inc.
200 Midway Lane
Smyrna, TN 37167
Re:Steel Connect, Inc.
Schedule 13E-3/A filed August 2, 2022
SEC File No. 5-43347
Filed by Steel Partners Holdings, LP et al.color:white;"_
PRER14A filed August 2, 2022
SEC File No. 1-35319
Dear Ms. Reda:
            We have reviewed your revised filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms have the same meaning as in your proxy statement and all page references are
to that amended document.
Schedule 13E-3/A filed August 3, 2022
June 12, 2022 Financial Presentation, page 38
1.Refer to comment 8 in our original comment letter.  While we note the revised disclosure
in the comparable companies and comparable transactions subsections, describe how
Houlihan Lokey's "professional judgment and experience" were exercised to select these
particular companies and transactions in the supply chain and third-party logistics services
industries.

 FirstName LastNameMaria Reda
 Comapany NameSteel Connect, Inc.
 August 3, 2022 Page 2
 FirstName LastName
Maria Reda
Steel Connect, Inc.
August 3, 2022
Page 2
Proposal No. 2: The Amendment Proposal, page 97
2.Refer to comment 11 in our original comment letter and the responsive revisions on page
97 of the preliminary proxy statement.  We still are unclear what will happen if this
proposal does not pass but the Merger is approved.  Please revise.
General
3.Refer to comment 2 in our original comment letter.  It is unclear from your response
whether Imperial Capital did not provide any oral or written reports (within the meaning
of Item 9 of Schedule 13E-3), or whether Imperial Capital did not provide any written or
oral reports that you believe are materially related to this transaction, for purposes of Item
9 and Item 1015 of Regulation M-A.  If the latter, please explain why you believe the oral
or written feedback from Imperial is not encompassed by those disclosure requirements
and provide any written materials supplementally for our consideration.  If it is your
assertion that Imperial did not provide any written or oral materials or feedback related to
the going private transaction, please revise the disclosure in the proxy statement to
describe what it did as Parent's financial advisor.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at (202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       Colin Diamond, Esq.