(Check one):

☒   Form 10-K ☐   Form 20-F ☐   Form 11-K   ☐   Form 10-Q ☐   Form 10-D ☐   Form N-SAR ☐   Form N-CSR

For  Period Ended:   December 31, 2017

☐    Transition Report on Form 10-K

☐    Transition Report on Form 20-F

☐    Transition Report on Form 11-K

☐    Transition Report on Form 10-Q

☐    Transition Report on Form N-SAR

For the Transition Period Ended:  ______________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Tempus Applied Solutions Holdings, Inc.

Full Name of Registrant

Former Name if Applicable

471 McLaws Circle, Suite A

Address of Principal Executive Office   (Street and Number)

Williamsburg, VA 23185

City, State and Zip Code

SEC 1344 (04-09)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.  

  (a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

☒

  (b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

  (c)

The accountant ’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

(1)

Name and telephone number of person to contact in regard to this notification

Johan Aksel Bergendorff, CFO

+44

2074997800

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

Yes ☐       No ☒

Quarterly report on Form Q-3 for the quarter ended September 30, 2017.

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ?  

Yes ☒       No ☐

As reflected in the Company ’s quarterly report on Form 10-Q for the nine months ended September 30, 2017, revenues have diminished (less than 10%) primarily as a result of the termination of service contracts. However, a significant decrease in the cost of revenue and selling, general and administrative expenses compared to 2016 caused the net loss recorded by the Company to diminish substantially. The precise amount of such change will be known once the Company’s financial statements have been finalized. See Part III above.

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Date    April 2, 2018

By:

/s/ Johan Aksel Bergendorff