##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended: March 31, 2011
 o
    
    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 000-54206
 L&L ACQUISITION CORP.
 (Exact Name of Registrant as Specified in its Charter)
 
 Delaware
    
    27-3109518(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 265 Franklin Street, 20 th Floor, Boston, MA 02110
(Address of Principal Executive Offices, Including Zip Code)
 (617) 330-7755
(Registrants Telephone Number, Including Area Code)
 
 þ o
 o o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
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L&L Acquisition Corp. and Subsidiary
(a development stage company)
 Form 10-Q
For the Quarterly Period Ended March 31, 2011
 TABLE OF CONTENTS
 Page No.PART I: FINANCIAL INFORMATIONItem 1. Condensed ConsolidatedFinancial Statements (Unaudited)
    
    
    3Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Changes in Stockholders Equity
    
    
    5Condensed Consolidated Statements of Cash Flows
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    19PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults Upon Senior Securities
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits
    
    
    20SIGNATURES
    
    
    21Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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##### Table of Contents



PART I FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements.
 L&L Acquisition Corp. and Subsidiary
(a development stage company)
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2011
    
    
    2010(unaudited)
    
    
    (audited)ASSETSCurrent assetsCash and cash equivalents
    
    $
    342,832
    
    
    $
    815,026Restricted cash held in Trust Account
    
    
    40,416,418
    
    
    
    40,404,326Prepaid expenses
    
    
    71,809
    
    
    
    84,187Total assets
    
    $
    40,831,059
    
    
    $
    41,303,539LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccrued expenses
    
    $
    141,808
    
    
    $
    198,300Franchise taxes payable
    
    
    45,000
    
    
    
    18,735Total current liabilities
    
    
    186,808
    
    
    
    217,035Deferred underwriting compensation
    
    
    331,300
    
    
    
    331,300Deferred legal fees relating to the offering
    
    
    100,000
    
    
    
    100,000Due to Sponsor
    
    
    
    
    
    
    260,000Total liabilities
    
    
    618,108
    
    
    
    908,335Common stock subject to possible redemption, 3,480,000 shares (at redemption value)
    
    
    35,148,000
    
    
    
    35,148,000Common stock, $.0001 par value, 100,000,000 shares authorized; 5,000,000 shares issued and outstanding
at March 31, 2011 and 5,150,000 shares issued and outstanding at December 31, 2010
(includes 3,480,000 shares subject to possible redemption)
    
    
    500
    
    
    
    515Additional paid-in capital
    
    
    5,404,734
    
    
    
    5,404,719Deficit accumulated during development stage
    
    
    (340,283
    )
    
    
    (158,030
    )Total stockholders equity
    
    
    5,064,951
    
    
    
    5,247,204Total liabilities and stockholders equity
    
    $
    40,831,059
    
    
    $
    41,303,539
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L & L Acquisition Corp. and Subsidiary
(a development stage company)
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (unaudited)
 Period fromJuly 26, 2010Three months ended
    
    
    (inception) throughMarch 31, 2011
    
    
    March 31, 2011Revenue
    
    $
    
    
    
    $
    General and administrative expenses
    
    
    194,408
    
    
    
    356,819Loss from operations
    
    
    (194,408
    )
    
    
    (356,819
    )Interest and dividend income
    
    
    12,155
    
    
    
    16,536Loss before provision for income taxes
    
    
    (182,253
    )
    
    
    (340,283
    )Provision for income taxes
    
    
    
    
    
    
    Net loss attributable to common shares outstanding
    
    $
    (182,253
    )
    
    $
    (340,283
    )Weighted average number of common shares outstanding  basic and diluted
    
    
    5,011,667
    
    
    
    3,227,682Net loss per share outstanding  basic and diluted
    
    $
    (0.04
    )
    
    $
    (0.11
    )Two Class Method:Weighted average number of common shares outstanding subject to
possible redemption
    
    
    3,480,000
    
    
    
    1,732,955Net loss per common share outstanding subject to possible redemption
    
    $
    0.00
    
    
    $
    0.00Weighted average number of common shares outstanding, excluding
shares subject to possible redemption  basic and diluted
    
    
    1,531,667
    
    
    
    1,494,727Net loss per common share outstanding subject to possible redemption -
basic and diluted
    
    $
    (0.12
    )
    
    $
    (0.23
    )
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L & L Acquisition Corp. and Subsidiary
(a development stage company)
 
 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 DeficitAccumulatedCommon Stock
    
    
    Additional
    
    
    During
    
    
    TotalAmount
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    $.0001 par
    
    
    Capital
    
    
    Stage
    
    
    EquitySale of common stock issued to initial stockholders
on July 28, 2010 at $.017 per share
    
    
    1,437,500
    
    
    $
    144
    
    
    $
    24,856
    
    
    $
    
    
    
    $
    25,000Forfeiture of common stock issued to initial
stockholders on November 22, 2010
    
    
    (287,500
    )
    
    
    (29
    )
    
    
    29Sale of 4,000,000 units, net of underwriters
discount and offering expenses (including
3,480,000 shares subject to possible redemption)
    
    
    4,000,000
    
    
    
    400
    
    
    
    38,247,834
    
    
    
    
    
    
    
    38,248,234Net proceeds subject to possible redemption
of 3,480,000 shares
    
    
    
    
    
    
    
    
    
    
    (35,148,000
    )
    
    
    
    
    
    
    (35,148,000
    )Sale of private placement warrants
    
    
    
    
    
    
    
    
    
    
    2,280,000
    
    
    
    
    
    
    
    2,280,000Net loss attributable to common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (158,030
    )
    
    
    (158,030
    )Balance, December 31, 2010 (audited)
    
    
    5,150,000
    
    
    
    515
    
    
    
    5,404,719
    
    
    
    (158,030
    )
    
    
    5,247,204Forfeiture on January 8, 2011 of common stock issued to initial stockholders
    
    
    (150,000
    )
    
    
    (15
    )
    
    
    15Net loss attributable to common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (182,253
    )
    
    
    (182,253
    )Balance, March 31, 2011 (unaudited)
    
    
    5,000,000
    
    
    $
    500
    
    
    $
    5,404,734
    
    
    $
    (340,283
    )
    
    $
    5,064,951
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L & L Acquisition Corp. and Subsidiary
(a development stage company)
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 Period fromJuly 26, 2010Three months ended
    
    
    (inception) throughMarch 31, 2011
    
    
    March 31, 2011Cash Flows from Operating ActivitiesNet loss
    
    $
    (182,253
    )
    
    $
    (340,283
    )Adjustments to reconcile net loss to net cash used in operating activities:Dividend income earned on cash held in Trust Account
    
    
    (12,092
    )
    
    
    (16,418
    )Change in operating assets and liabilities(Increase) decrease in prepaid expenses
    
    
    12,378
    
    
    
    (71,809
    )Increase (decrease) in accrued expenses and other liabilities
    
    
    (56,492
    )
    
    
    13,376Increase in franchise taxes payable
    
    
    26,265
    
    
    
    45,000Net cash used in operating activities
    
    
    (212,194
    )
    
    
    (370,134
    )Cash Flows from Investing ActivitiesCash held in Trust Account
    
    
    
    
    
    
    (40,400,000
    )Cash Flows from Financing ActivitiesProceeds from notes payable, stockholders
    
    
    
    
    
    
    75,000Payments of notes payable, stockholders
    
    
    
    
    
    
    (75,000
    )Proceeds from issuance of stock to initial stockholders
    
    
    
    
    
    
    25,000Proceeds from public offering
    
    
    
    
    
    
    40,000,000Proceeds from issuance of warrants
    
    
    
    
    
    
    2,280,000Payment of offering costs
    
    
    
    
    
    
    (1,192,034
    )Advance from Sponsor
    
    
    
    
    
    
    260,000Repayment of advance from Sponsor
    
    
    (260,000
    )
    
    
    (260,000
    )Net cash provided by (used in) financing activities
    
    
    (260,000
    )
    
    
    41,112,966Net increase (decrease) in cash
    
    
    (472,194
    )
    
    
    342,832Cash and cash equivalents at beginning of the period
    
    
    815,026
    
    
    
    Cash and cash equivalents at end of the period
    
    $
    342,832
    
    
    $
    342,832Supplemental schedule of non-cash financial activities:Accrual for offering costs and other expenses
    
    $
    128,432
    
    
    $
    128,432Deferred underwriters compensation
    
    $
    331,300
    
    
    $
    331,300Deferred legal fees related to the offering
    
    $
    100,000
    
    
    $
    100,000
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L&L Acquisition Corp. and Subsidiary
(a development stage company)
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 1. Description of Organization and Business Operations
       7




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2. Summary of Significant Accounting Policies
 Basis of presentation
   Principles of Consolidation
  Development Stage Company
  Net Loss Per Common Share
   9




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Concentration of Credit Risk
  Investments held in the Trust Account
  Fair Value of Financial Instruments
  Redeemable common stock
   Cash and cash equivalents
   10




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Use of Estimates
  Income Taxes
   Noncurrent assets and liabilities:Net operating loss carryforwards
    
    $
    25,000Amortizable start-up costs
    
    
    110,000135,000Valuation allowance
    
    
    (135,000
    )Net noncurrent deferred tax asset
    
    $
    
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Statutory federal income tax rate
    
    
    34
    %State and local taxes, net of federal tax benefit
    
    
    6
    %Valuation allowance
    
    
    (40
    )%0
    %
  Recently Issued Accounting Standards
    12




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3. Initial Public Offering
  4. Related Party Transactions
   13




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5. Commitments and Contingencies
    14




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6. Fair Value Measurement
   Financial Assets at Fair Value as of March 31, 2011 (unaudited)
 SignificantQuoted Prices
    
    
    Otherin
    
    
    Observable
    
    
    UnobservableFair Value
    
    
    Active Markets
    
    
    Inputs
    
    
    InputsDescription
    
    March 31, 2011
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsRestricted
cash held in Trust Account
    
    $
    40,416,418
    
    
    $
    40,416,418
    
    
    $
    
    
    
    $
    Total
    
    $
    40,416,418
    
    
    $
    40,416,418
    
    
    $
    
    
    
    $
    
 Financial Assets at Fair Value as of December 31, 2010 (audited)
 SignificantQuoted Prices
    
    
    Otherin
    
    
    Observable
    
    
    UnobservableFair Value
    
    
    Active Markets
    
    
    Inputs
    
    
    InputsDescription
    
    December 31, 2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsRestricted
cash held in Trust Account
    
    $
    40,404,326
    
    
    $
    40,404,326
    
    
    $
    
    
    
    $
    Total
    
    $
    40,404,326
    
    
    $
    40,404,326
    
    
    $
    
    
    
    $
    
    15




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. We have based these forward-looking statements on our current expectations
and projections about future events, and we assume no obligation to update any such forward-looking
statements. These forward-looking statements are subject to known and unknown risks, uncertainties
and assumptions about us that may cause our actual results to be materially different from any
future results expressed or implied by such forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as may, should, could, would,
expect, plan, anticipate, believe, estimate, continue, or the negative of such terms or
other similar expressions. Factors that might cause our future results to differ from those
statements include, but are not limited to, those described in the section entitled Risk Factors
of the prospectus filed with the SEC in connection with our initial public offering. The following
discussion should be read in conjunction with our condensed
consolidated financial statements and related notes
thereto included elsewhere in this report and with the section
entitled Risk Factors in our Annual Report on Form 10-K
for the year ended December 31, 2010.
 Overview
  Results of Operations
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Liquidity and Capital Resources
    17




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Off-Balance Sheet Financing Arrangements
   18




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Contractual Obligations
  
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk.
   
 Item 4.
    
    Controls and Procedures.
 Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
   19




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PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A.
    
    Risk Factors.
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3.
    
    Defaults Upon Senior Securities.
  
 Item 5.
    
    Other Information.
  
 Item 6.
    
    Exhibits.
 (a) List of exhibits
 ExhibitNumber
    
    Description31.1
    
    
    Rule 13a-14(a) / Rule 15d-14(a) Certification31.2
    
    
    Rule 13a-14(a) / Rule 15d-14(a) Certification32.1
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
  20




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SIGNATURES
  L&L ACQUISITION CORP.Date: May 13, 2011
    /s/ Peter SchofieldPeter SchofieldSecretary and Chief Financial Officer
(Authorized Officer and Principal Financial
Officer)  21