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~~Securities ~~(Date~~Exchange Act of ~~earliest event reported): June 19, 2015~~1934

Date of Report (Date of earliest event reported): August 3, 2015 (July 31, 2015)

CHART ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-35762		45-28532218
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

c/o The Chart Group, L.P. 555 Fifth Avenue, 19th Floor New York, New York		10017
c/o The Chart Group, L.P. 555 5th Avenue 19th Floor New York, NY		10017
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 212-350-~~1150~~8205

Check the appropriate box below if the Form 8-K filing 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 (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory Note ~~8.01 Other Events~~

~~Results~~On July 31, 2015, Chart Acquisition Corp. (the “Company”) consummated the previously announced business combination (the “Business Combination”) providing for the combination of the Company and Tempus Applied Solutions, LLC (“Tempus”) under a new holding company called Tempus Applied Solutions Holdings, Inc. (“Tempus Holdings”) in accordance with the Agreement and Plan of Merger, dated as of January 5, 2015 (as amended, the “Merger Agreement”), by and among Tempus, each of the members of Tempus named therein (the “Members”), the Members’ Representative named therein, the Company, Tempus Holdings, Chart Merger Sub Inc., TAS Merger Sub LLC, Chart Financing Sub Inc., TAS Financing Sub Inc., the Chart Representative named therein, and, for the limited purposes set forth therein, the Warrant ~~Extension~~Offerors ~~Tender~~named ~~Offer~~therein.

~~The tender offer~~Item ~~by Chart Acquisition Group LLC, Joseph R~~5. ~~Wright and Cowen Investments LLC (the “Purchasers”) to purchase for cash up to 6,844,800 of the issued and outstanding warrants (the “Warrants”) of Chart Acquisition Corp~~07. ~~(the~~Submission ~~“Company”) at a price~~ of ~~$0.30~~Matters ~~per~~to Warrant (the “Warrant Extension Tender Offer”) expired at 12:00 midnight., New York City time, at the end of the day on June 18, 2015. Based upon information provided by Continental Stock Transfer & Trust Company (“Continental”), the depositary for the Warrant Extension Tender Offer, a ~~total~~Vote of ~~2,086,441~~Security ~~Warrants were validly tendered and not withdrawn in the Warrant Extension Tender Offer~~Holders. ~~The Purchasers accepted for purchase all such Warrants at a purchase price of $0.30 per Warrant for an aggregate purchase price of $625,932.~~

~~Amendment~~On July 31, 2015, the Company held a special meeting of ~~Escrow~~its ~~Agreement~~stockholders (the “Special Meeting”) for the following purposes:

~~On June 19, 2015,~~(1) ~~the~~to ~~Purchasers,~~consider ~~Continental, Deutsche Bank Securities, Inc.~~ and ~~Cowen~~vote ~~and~~upon ~~Company, LLC entered into~~ a ~~third~~proposal ~~amended and restated escrow agreement (“Third Amended and Restated Escrow Agreement”)~~ to ~~amend~~approve the ~~terms~~Merger ~~of the second amended and restated escrow agreement between the parties dated March 11, 2015. The Third Amended and Restated Escrow~~ Agreement, ~~among~~providing ~~other~~for ~~things, provides that (i)~~ the ~~Company’s~~Business ~~failure~~Combination ~~to complete a business combination by July 31, 2015~~ (~~rather than June 13, 2015) will, in~~ the ~~circumstances set forth therein, constitute a Termination Event (as defined therein) thereunder and (ii) the Purchasers~~“Business ~~are~~Combination permitted to use the funds held in the escrow account to purchase the warrants tendered in the Warrant Extension Tender Offer. A copy of the Third Amended and Restated Escrow Agreement is attached as Exhibit 10.1 hereto and is incorporated by reference herein.Proposal”);

~~Item~~(2) to ~~9.01~~consider ~~Financial~~and ~~Statements~~vote upon a proposal to approve and ~~Exhibits~~adopt the Tempus Applied Solutions Holdings, Inc. 2015 Omnibus Equity Incentive Plan (the “Incentive Plan Proposal”); and

(d3) to ~~Exhibits~~consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal or the Incentive Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal and the Incentive Plan Proposal, the “Proposals”).

~~10.1~~There were ~~Third~~5,077,529 ~~Amended~~shares of common stock of the Company issued and ~~Restated~~outstanding ~~Escrow~~on ~~Agreement~~July 2, ~~dated~~2015, ~~June~~the 19record ~~2015~~date for the Special Meeting. At the Special Meeting there were 4,985,780 shares voted by ~~and~~proxy ~~between~~or ~~Chart~~in ~~Acquisition~~person. ~~Group,~~The ~~LLC,~~affirmative ~~Joseph~~vote ~~Wright,~~of ~~Cowen~~a ~~Investments~~majority ~~LLC,~~of ~~Continental~~the ~~Stock~~votes cast ~~Transfer~~by &stockholders ~~Trust~~present ~~Company,~~in ~~Deutsche~~person ~~Bank~~or ~~Securities,~~represented ~~Inc~~by proxy at the Special Meeting was required to approve each of the Proposals. The ~~and~~number ~~Cowen~~of ~~and~~shares ~~Company~~of Common Stock presented for redemption was 2,808,329. ~~LLC~~The results for each matter were as follows:

2Business Combination Proposal

~~SIGNATURES~~● The Company’s stockholders approved the Business Combination Proposal, based on the following votes:

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.

	Votes For		Votes Against		Abstentions
	4,985,780		0		0

	CHART ACQUISITION CORP.
Date: June 19, 2015	By:	/s/ Michael LaBarbera
		Name: Michael LaBarbera
		Title: Chief Financial Officer

Incentive Plan Proposal

3● The Company’s stockholders approved the Incentive Plan Proposal, based on the following votes:

	Votes For		Votes Against		Abstentions
	4,785,780		200,000		0

Adjournment Proposal

●

The Company’s stockholders approved the Adjournment Proposal, based on the following votes:

	Votes For		Votes Against		Abstentions
	4,785,780		200,000		0

Item 8.01.

Other Events.

On August 3, 2015, the Company issued a press release announcing the consummation of the Business Combination. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

99.1		Press Release, dated August 3, 2015

SIGNATURES

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.

	CHART ACQUISITION CORP.

Date: August 3, 2015	/s/ Michael LaBarbera
	Name: Michael LaBarbera
	Title: Chief Financial Officer

Filing Compare · Chart Acquisition Corp.