UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K/A

Amendment No. 1



☒ ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31,
2016



☐   TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from             
to



Commission file number: 333-201424



TEMPUS APPLIED SOLUTIONS HOLDINGS, INC.

(Exact name of registrant as specified in
its charter)



|Delaware                                                               |  | 47-2599251                                     
|---------------------------------------------------------------------- |  | -----------------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employer
        Identification Number)



|471 McLaws Circle, Suite AWilliamsburg, Virginia |  | 23185     
|------------------------------------------------ |  | ----------
|(Address of principal executive offices)         |  | (Zip Code)



Issuer’s telephone number: (757)
875-7779



Securities registered pursuant to Section 12(b)
of the Act: None



Securities registered pursuant to Section 12(g)
of the Act:



|Title of
        Each Class:                                               
|---------------------------------------------------------------------------
|Common Stock, par value $0.0001 per share                                  
|Warrants to purchase one share of Common Stock, par value $0.0001 per share



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐     No 
☒

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act.    Yes  ☐     No  ☒

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☐     No  
☒

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.    ☐

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒    No   ☐

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer  ☐ | Accelerated filer  ☐        
|-------------------------- | ----------------------------
|Non-accelerated filer ☐    | Smaller reporting company  ☒
|                           | Emerging growth company  ☐  
|                           |                             



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	o

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  
☒

The
aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of
the registrant’s most recently completed second fiscal quarter, was $6,45,448, as calculated based on the price at which
such common equity was last sold on June 30, 2017 on the OTCQB Marketplace, which was $0.485 per share, and the number of shares
of such common equity held by nonaffiliates on June 30, 2017, which was 14,320,512 (as of June 30, 2017, a total of 16,630,234
shares of such common equity being outstanding and 2,309,722 of such shares being owned by affiliates).

As
of November 29, 2017, there were 17,805,234 shares of common stock, par value $0.0001 per share, of the registrant issued and
outstanding.













EXPLANATORY NOTE



This
Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends the Annual Report on Form 10-K of Tempus Applied Solutions
Holdings, Inc. (the “Company”) for the year ended December 31, 2016, as filed by the registrant on March 31, 2017
(the “Original Filing”). The purpose of this Amendment No. 1 is to amend Item 9A Controls and Procedures to reflect
comments received from the Staff of the Securities and Exchange Commission.

In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Part II, Item 9A of the Original Filing is
hereby amended and restated with only changes to the above disclosure.

Except
as specifically set forth herein, this Amendment No. 1 does not amend or otherwise update any other information in the Original
Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with the Company’s
filings with the SEC subsequent to the Original Filing.



2







Item 9A.   Controls
and Procedures.



Evaluation of Disclosure Controls and Procedures



Disclosure
controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated
and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure.

Under
the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer
(together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing,
our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the period covered
by this Annual Report on Form 10-K, despite the fact that a material weakness in the Company’s internal control over financial
reporting was identified that rendered the internal control over financial reporting ineffective as of such date (see below),
and subject to the following: The Staff of the SEC has expressed its view that the existence of such material weakness in our
internal control over financial reporting also renders the Company’s disclosure controls and procedures ineffective. Consequently,
the Company advises that because of the material weakness in its internal control over financial reporting, its disclosure controls
and procedures were also ineffective as of the end of the period covered.





3









Management’s Report on Internal Controls
over Financial Reporting



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting includes policies and procedures
that: (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions
of the assets of the Company; (2) are intended to provide reasonable assurance that (i) transactions are recorded as necessary
to permit the preparation of financial statements in accordance with generally accepted accounting principles, and (ii) receipts
and expenditures of the Company are being made only in accordance with authorizations of the management and directors of the Company;
and (3) are intended to provide reasonable assurance regarding the prevention or timely detection of the unauthorized acquisition,
use, or disposition of Company assets that could have a material effect on the Company’s financial statements.

Under
the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted
an evaluation of the effectiveness of our internal control over financial reporting based on “Internal Control — Integrated
Framework 1992”, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based
on its evaluation, management has concluded that our internal control over financial reporting was not effective through the date
hereof, due to the fact that, at times, including in particular at times since December 31, 2016, we may not have employed a sufficient
number of accounting personnel to adequately segregate duties. A failure to adequately segregate duties means that, for example,
journal entries and account reconciliations may not be reviewed by someone other than the preparer, heightening the risk of error
or fraud. Such a failure constitutes a material weakness in our internal control over financial reporting. A “material weakness”
is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a
timely basis.

It
is our intention to augment our accounting staff and increase the reliability of our accounting function over time as our business
grows and as we are able to access more resources to spend on this function. Management does not believe that the material weakness
described above has had a material adverse effect on the reporting of our operating results or financial condition.

This
annual report does not include an attestation report of our independent registered public accounting firm regarding internal control
over financial reporting. As a smaller reporting company, management’s report is not subject to attestation by the Company’s
registered public accounting firm.

Changes in Internal Control over Financial
Reporting



There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of
the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.





4







PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



|Exhibit |  |                                                                                                              
|------- |  | -------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                  
|        |  |                                                                                                              
|31.1    |  | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).                   
|        |  |                                                                                                              
|31.2    |  | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).                   
|        |  |                                                                                                              
|32.1    |  | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
|        |  |                                                                                                              
|32.2    |  | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.





5







SIGNATURES



In accordance with the requirements of the
Exchange Act, the registrant caused this Amendment No. 1 to its Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, on November 29, 2017.



| | TEMPUS APPLIED SOLUTIONS HOLDINGS, INC.
| | ---------------------------------------
| |                                        
| | By:                                    
| |                                        
| |                                        







Pursuant to the requirements
of the Securities Act of 1933, this Amendment No. 1 to its Annual Report on Form 10-K has been signed by the following persons
in the capacities and on the dates indicated.





|/s/ Benjamin Scott Terry
        Benjamin Scott Terry       |  | Chief Executive Officer and Director
        (Principal Executive Officer)   |  | November 29, 2017
|----------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | -----------------
|                                                            |  |                                                                             
|/s/ Johan Aksel Bergendorff
        Johan Aksel Bergendorff |  | Chief Financial Officer
        (Principal Financial and Accounting Officer) |  | November 29, 2017





6