UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Climb Global Solutions, Inc.

(Name of Issuer)

Common stock, $.01 par value

(Title of Class of Securities)

946760105

(CUSIP Number)

Merihan Tynan 525 South Douglas St, Suite 225
El Segundo, CA 90245

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
X  Rule 13d-1(b)
¨  Rule 13d-1(c)
¨  Rule 13d-1(d)

^* This amendment is due within 45 calendar days after the end of each calendar year. This amendment is to update the previous 13G filing. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 946760105		13G		Page 2 of 3 Pages

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cove Street Capital, LLC 27-5376591
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ¨ (b)    ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.		SOLE VOTING POWER   0
		6.		SHARED VOTING POWER   169,352
		7.		SOLE DISPOSITIVE POWER   0
		8.		SHARED DISPOSITIVE POWER   304,496 (1)

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 304,496
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.80% (2)
12.		TYPE OF REPORTING PERSON (see instructions) IA

 

CUSIP No. 946760105		13G		Page 2 of 3 Pages

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jeffrey Bronchick
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ¨ (b)    ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.		SOLE VOTING POWER   331 (3)
		6.		SHARED VOTING POWER   169,021
		7.		SOLE DISPOSITIVE POWER   331
		8.		SHARED DISPOSITIVE POWER   304,165

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 304,496
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.80%
12.		TYPE OF REPORTING PERSON (see instructions) IN

 

CUSIP No. 946760105		13G		Page 2 of 3 Pages

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   CSC Partners Fund, LP 1867646
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)    ¨ (b)    ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.		SOLE VOTING POWER   20,000
		6.		SHARED VOTING POWER   0
		7.		SOLE DISPOSITIVE POWER   20,000
		8.		SHARED DISPOSITIVE POWER   0

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)    ¨
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.45% (4)
12.		TYPE OF REPORTING PERSON (see instructions) PN

 

CUSIP No. 946760105		13G		Page 2 of 3 Pages

Item 1.

	(a)	Name of Issuer Climb Global Solutions, Inc .
	(b)	Address of Issuer’s Principal Executive Offices 4 Industrial Way West, Suite 300, Eatontown, New Jersey 07724

Item 2.

	(a)	Name of Person Filing Cove Street Capital, LLC
	(b)	Address of the Principal Office or, if none, residence 525 S Douglas St Suite 225, El Segundo, CA 90245
	(c)	Citizenship Delaware
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 946760105

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	X	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Cove Street Capital LLC

(1) The shared dispositive power includes 135,144 Shares (as defined herein) in a separately managed account, which CSC (as defined herein) does not have any voting power over.

 

(2) There were 4,477,753 outstanding shares of common stock, par value $.01 per share (“Common Stock”) as of October 31, 2022 as reported in Form 10-Q filed on 2022-11-03

 

	(a)		Amount beneficially owned:  304,496
	(b)		Percent of class:  6.80%
	(c)		Number of shares as to which the person has:
			(i)	Sole power to vote or to direct the vote;  0
			(ii)	Shared power to vote or to direct the vote  169.352
			(iii)	Sole power to dispose or to direct the disposition of;  0
			(iv)	Shared power to dispose or to direct the disposition of  304,496

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Jeffrey Bronchick

(3) Shares owned by Jeffrey Bronchick are in an SMA managed by Cove Street Capital LLC.

 

	(a)		Amount beneficially owned:  304,496
	(b)		Percent of class: 6.80%
	(c)		Number of shares as to which the person has:
			(i)	Sole power to vote or to direct the vote;  331
			(ii)	Shared power to vote or to direct the vote  169,021
			(iii)	Sole power to dispose or to direct the disposition of;  331
			(iv)	Shared power to dispose or to direct the disposition of  304,165

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. CSC Partners Fund, LP.

(4) CSC Partners Fund, LP a Delaware limited partnership operated as a private investment partnership managed by Cove Street Capital LLC. These shares are also included in the Total Firm aggregate amount beneficially owned by reporting person of Cove Street Capital LLC.

	(a)		Amount beneficially owned:  20,000
	(b)		Percent of class:  0.45%
	(c)		Number of shares as to which the person has:
			(i)	Sole power to vote or to direct the vote;  20,000
			(ii)	Shared power to vote or to direct the vote  0
			(iii)	Sole power to dispose or to direct the disposition of;  20,000
			(iv)	Shared power to dispose or to direct the disposition of  0

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     ¨.

Instruction. Dissolution of a group requires a response to this item.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

N/A

Item 8.  Identification and Classification of Members of the Group.

N/A

Item 9.  Notice of Dissolution of Group.

N/A

Item 10.  Certification.

	(a)		The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
			By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

CUSIP No. 946760105		13G		Page 2 of 3 Pages

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

CUSIP No. 946760105		13G		Page 2 of 3 Pages

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.