UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


__________________





FORM
10-K/A





x
            Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934


For the
fiscal year ended December 31,
2008





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 001-33814





TREMISIS
ENERGY ACQUISITION CORPORATION II


(Name of
Registrant as Specified in Its Charter)





Delaware
              (State
      or Other Jurisdiction
              of
      Incorporation or Organization)
            30-0485452
              (I.R.S.
      Employer
              Identification
      Number)





545-7
      Dogok-Dong
              SoftForum B/D, 7th Floor
              Gangnam-Gu, Seoul, South Korea
              (Address
      of Principal Executive Offices)
            135-270
              (Zip
      Code)





(82)(2)
575-0466


(Registrant’s
Telephone Number, Including Area Code)





Securities
Registered Pursuant to Section 12(b) of the Act:


Title of Each Class
                
                Name of Each Exchange on Which
      RegisteredUnits
      consisting of one share of Common Stock, par value $.0001 per share, and
      one Warrant
                
                NYSE
      Alternext US LLCCommon
      Stock, $.0001 par value per share
                
                NYSE
      Alternext US LLCWarrants
      to purchase shares of Common Stock
                
                NYSE
      Alternext US LLC





Securities
Registered Pursuant to Section 12(g) of the Act:


None





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








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





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





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 the 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.x





Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.  (Check one):


Large accelerated
filer  o                                                                     Accelerated
filer  o


Non-accelerated filer  o                                                                      Smaller
reporting company  x


(Do not check if a smaller reporting
company)





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





As of
June 30, 2008, the aggregate market value of the common stock held by
non-affiliates of the Registrant was approximately $72,897,691.





As March
30, 2009, there were 12,165,837 shares of Common Stock, $.0001 par value per
share, outstanding.





Documents
incorporated by reference: None.




Explanatory
Note
 
 This
Amendment No. 1 to the Annual Report on Form 10-K of Tremisis Energy Acquisition
Corporation II (“Company”) for the fiscal year ended December 31,
2008  is being filed to reflect the changes to the following items in
response to a comment letter received by the Company from the Securities and
Exchange Commission:
  Item
10 – Directors, Executive Officers and Corporate
Governance
 
 Item
12 – Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.





PART
III




ITEM
      10.
              DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.




Directors
and Executive Officers




Our
current directors and executive officers are as follows:




Name
                            
                            Age
                            
                            PositionSang-Chul
      Kim
                            
                            55
                            
                            Chairman
      of the Board and Chief Executive OfficerRonald
      D. Ormand
                            
                            50
                            
                            DirectorJhong
      Won Kim
                            
                            65
                            
                            DirectorSeung
      Jung Ro
                            
                            44
                            
                            DirectorDavid
      Jin Yoo
                            
                            35
                            
                            DirectorYeon-su
      Kim
                            
                            25
                            
                            Secretary




Sang-Chul
Kim has served as our chairman and co-chief executive officer since March
2009 and has served as our sole chief executive officer since April 2009. He has
also served as the chief executive officer of Dawin Technology, Inc., an
ASIC/SoC design and services company that has a strategic partnership with
Samsung Electronics Co., Ltd. since May 2008. Mr. Kim has also served as the
chairman of the boards of directors of both SF Investment Co., Ltd., an
investment company and SoftForum Co., Ltd., a web and desktop security software
company and systems producer, since June 2005. From June 2004 to May 2005, he
was the chairman of the boards of directors of WIZIT Co., Ltd., a metering
hardware, semiconductor and LCD components manufacturer, and DureCom Co., Ltd.,
a plastic molding/injection manufacturer, the latter of which merged with
SoftForum Co., Ltd. in 2005. Mr. Kim served as the president and chief executive
officer of Kumho Metertech, Inc., which he founded, from February 1997 to
January 2004. In June 2008, Mr. Kim was elected as the vice chairman of the
Korea CEO Association (KCEOA). Mr. Kim received his Bachelor of Arts in
Political Science from Dankook University.




Ronald D.
Ormand has served as a member of our board of directors since September
2007, as our chief financial officer from November 2007 to April 2009 and
as our co-chief executive officer from March 2009 to April 2009. Mr. Ormand
has over twenty five years of investment and commercial banking experience in
the energy industry. From April 2005 to October 2007, he served as a managing
director with West LB, a German-based international bank with over $300 billion
in assets, where he covered the energy industry and served as head of the oil
and gas investment banking group for the Americas. From 1988 until December
2004, Mr. Ormand was with CIBC World Markets and Oppenheimer & Co., which
CIBC acquired in 1997. From 1997 to 2004, Mr. Ormand served as head of CIBC
World Markets’ U.S. oil and gas investment banking group. Prior to joining CIBC
World Markets in 1988, Mr. Ormand worked in various investment banking positions
with Bateman Eichler, Hill Richards Incorporated, and L.F. Rothschild & Co.,
and as a research analyst covering the exploration and production sector at
Rauscher Pierce Refsnes, Inc. Mr. Ormand received a B.A. and an M.B.A. from the
University of California at Los Angeles and attended Cambridge University in
Cambridge, England where he studied Economics.




1


Jhong
Won Kim has served as a member of our board of directors since March
2009. Since January 2007, Mr. Kim has been retired. Mr. Kim served as a director
and the chief financial officer of the Korea Railroad Construction Authority (a
rail investment company established by the Korean Government to build, develop
and manage railways) from January 2004 until January 2007, where he advised the
Finance department on matters including financing, strategy and financial
planning, and risk management. From November 2005 until December 2006, Mr. Kim
served as a director and a member of the management advisory committee of Korea
NICE e-banking Services, Co., Ltd. (a subsidiary of the National Information
& Credit Evaluation Inc.), a company that operates and manages ATMs in
banks, security and insurance companies, investment trusts and other related
financial institutions. From October 2002 to January 2006, Mr. Kim was an
executive director of the Friendship Society of the Ministry of Finance and
Economy. He also served from January 2001 to January 2002, as vice president of
Yushin Corporation, a civil infrastructure company, and from January 2000 until
January 2001, Mr. Kim served on the board of Rotem Co. (now known as Hyundai
Rotem, and member of the Hyundai Motor Group). Mr. Kim received his Bachelor of
Arts in Economics from Yonsei University and his Master of Arts in Development
Economics from Boston University.
 
 Seung
Jung Ro has served as a member of our board of directors since March
2009. Mr. Ro has been the chief executive officer of Mermax Co., Ltd., a
semiconductor manufacturer, since August 2008. From January 2006 to August 2008,
Mr. Ro served as the chief executive officer of DureCom Co., Ltd. Mr. Ro also
served as the chief executive officer of DureTech Inc., a semiconductor and LCD
components manufacturer, from March 2000 to December 2005. From July 1999 to
February 2000, Mr. Ro served as a director for KoreaSambo Inc., a gas metering
manufacturer. From February 1997 to June 1999, Mr. Ro also served as manager of
the administration department for Kumho Metertech, Inc., a metering business
administration firm. Mr. Ro earned his Bachelor of Science from Chungbuk
National University.
 
 David
Jin Yoo has served as a member of our board of directors since March
2009. Mr. Yoo has served as the managing director of Hyundai LCD USA, Inc., an
LCD manufacturer, since November 2008. From September 2004 to November 2008, Mr.
Yoo served as a vice president of the corporate finance group at
EarlyBirdCapital, Inc., an investment banking firm. From May 2004 to September
2004, he worked as an associate at Ardour CapitalPartners, LLC, another
investment banking firm. Mr. Yoo also served as a senior associate from May 2003
to September 2003 at KPMG International Financial Advisory Services Inc., a
corporate finance firm. He was manager and assistant to the Chairman at The
Doosan Group from May 1994 to August 2002. Mr. Yoo earned his Bachelor of Arts
at University of California at Berkeley and his Master of Business
Administration from Leonard N. Stern School of Business at New York
University.
 
 Yeon-su
Kim has served as our secretary since March 2009. Ms. Kim has served as
the chief executive officer and a director of Han Wool S&C. Co., Ltd., an
investment firm, since April 2008. Since March 2007, Ms. Kim has served as an
adviser for SF Investment Co., Ltd. Ms. Kim has also served as head of the
foreign business division for WIZIT Co., Ltd., since January 2007. Prior to
January 2007, Ms. Kim was a student and earned her Bachelor of Arts from Boston
University, School of Management and a Bachelor of Commerce from Auckland
University. Ms. Kim is the daughter of Sang-Chul Kim.




Our board
of directors is divided into three classes with only one class of directors
being elected in each year and each class serving a three-year term. The term of
office of the first class of directors, consisting of Seung Jung Ro, will expire
at our first annual meeting of stockholders. The term of office of the second
class of directors, consisting of Jhong Won Kim, will expire at the second
annual meeting. The term of the third class of directors, consisting of
Sang-Chul Kim and David Jin Yoo, will expire at the third annual
meeting.


2




Section
16(a) Beneficial Ownership Reporting Compliance




Section
16(a) of the Securities Exchange Act of 1934 requires our officers, directors
and persons who own more than ten percent of a registered class of our equity
securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission.  Officers, directors and ten
percent stockholders are required by regulation to furnish us with copies of all
Section 16(a) forms they file.  Based solely on copies of such forms
received or written representations from certain reporting persons that no Form
5s were required for those persons, we believe that, during the fiscal year
ended December 31, 2008, all filing requirements applicable to our officers,
directors and greater than ten percent beneficial owners were complied
with.




Code
of Ethics




In
December 2007, our board of directors adopted a code of ethics that applies to
our directors, officers and employees as well as those of our
subsidiaries.  Copies of our code of ethics are available free of
charge upon request. Requests for copies of our code of ethics should be sent in
writing to Tremisis Energy Acquisition Corporation II, 545-7 Dogok-Dong,
SoftForum B/D, 7th Floor, Gangnam-Gu, Seoul, South Korea, 135-270. We have also
filed the code of ethics as an exhibit hereto.




Corporate
Governance




Board Meeting
Attendance.  During the fiscal year ended December 31, 2008,
there were three
meetings of our board of directors, and the various committees of the board of
directors met a total of four times.  No
director attended fewer than 75% of the total number of meetings of the board
and of committees of the board on which he served during fiscal
2008.


Nominating
Committee




Effective
December 2007, we established a nominating committee of the board of directors,
which currently consists of Jhong Won Kim, as chairman, and David Jin Yoo
and Seung Jung Ro, each of whom is an independent director under the NYSE
Alternext US’s listing standards. The nominating committee is responsible for
overseeing the selection of persons to be nominated to serve on our board of
directors. The nominating committee considers persons identified by its members,
management, stockholders and others. The nominating committee did not meet
during the fiscal year ended December 31, 2008.




Guidelines for Selecting
Director Nominees




The
guidelines for selecting nominees, which are specified in the Nominating
Committee Charter, generally provide that the Nominating Committee will consider
and evaluate based on, among other factors, the following:




·
            The
      candidate’s independence under the rules of the NYSE Alternext
      US;




·
            The
      candidate’s accomplishments and reputations, both personal and
      professional;




·
            The
      candidate’s relevant experience and
expertise;




·
            The
      candidate’s knowledge of the company and issues affecting
    us;




·
            The
      candidate’s moral and ethical character;
and




·
            The
      candidate’s ability to commit the required time necessary to discharge the
      duties of board membership.




The
Nominating Committee will consider a number of qualifications relating to
management and leadership experience, background and integrity and
professionalism in evaluating a person’s candidacy for membership on the board
of directors. The nominating committee may require certain skills or attributes,
such as financial or accounting experience, to meet specific board needs that
arise from time to time. The nominating committee does not distinguish among
nominees recommended by shareholders and other persons.




3




There
have been no material changes to the procedures by which security holders may
recommend nominees to our board of directors.




Audit
Committee




Effective
December 2007, we established an audit committee of the board of directors,
which currently consists of Seung Jung Ro, as chairman, David Jin Yoo and Jhong
Won Kim, each of whom is an independent director under the NYSE Alternext’s
listing standards. The audit committee met four times during the fiscal
year ended December 31, 2008. The audit committee’s duties, which are specified
in our audit committee charter, include, but are not limited to:




·
            reviewing
      and discussing with management and the independent auditor the annual
      audited financial statements, and recommending to the board whether the
      audited financial statements should be included in our Form
      10-K;




·
            discussing
      with management and the independent auditor significant financial
      reporting issues and judgments made in connection with the preparation of
      our financial statements;




·
            discussing
      with management major risk assessment and risk management
      policies;




·
            monitoring
      the independence of the independent
auditor;




·
            verifying
      the rotation of the audit partners having primary responsibility for the
      audit and the audit partner responsible for reviewing the audit as
      required by law;




·
            reviewing
      and approving all related-party
transactions;




·
            inquiring
      and discussing with management our compliance with applicable laws and
      regulations;




·
            pre-approving
      all audit services and permitted non-audit services to be performed by our
      independent auditor, including the fees and terms of the services to be
      performed;




·
            appointing
      or replacing the independent
auditor;




·
            determining
      the compensation and oversight of the work of the independent auditor
      (including resolution of disagreements between management and the
      independent auditor regarding financial reporting) for the purpose of
      preparing or issuing an audit report or related work;
  and




·
            establishing
      procedures for the receipt, retention and treatment of complaints received
      by us regarding accounting, internal accounting controls or reports which
      raise material issues regarding our financial statements or accounting
      policies.




Financial
Experts on Audit Committee




The audit
committee will at all times be composed exclusively of “independent directors”
who are “financially literate” as defined under the NYSE Alternext US listing
standards. The NYSE Alternext US listing standards define “financially literate”
as being able to read and understand fundamental financial statements, including
a company’s balance sheet, income statement and cash flow
statement.




In
addition, we must certify to the NYSE Alternext US that the committee has, and
will continue to have, at least one member who has past employment experience in
finance or accounting, requisite professional certification in accounting, or
other comparable experience or background that results in the individual’s
financial sophistication. The board of directors has determined that Messrs.
Jhong Won Kim and David Jin Yoo both satisfy the NYSE Alternext US’s definition
of financial sophistication and also qualify as an “audit committee financial
expert,” as defined under rules and regulations of the SEC.




4




Compensation
Committee
 
 We do not
have a standing compensation committee. The board believes this is appropriate
as no compensation of any kind, including finder’s, consulting or other similar
fees, will be paid to any of our directors, or any of their respective
affiliates, prior to, or for any services they render in order to effectuate,
the consummation of our initial business combination.







5




ITEM
      12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.




The
following table sets forth information regarding the beneficial ownership of our
common stock as of March 30, 2009 by:




·
            each
      person known by us to be the beneficial owner of more than 5% of our
      outstanding shares of common stock;




·
            each
      of our officers and directors; and




·
            all
      our officers and directors as a
group.




Unless
otherwise indicated, we believe that all persons named in the table have sole
voting and investment power with respect to all shares of common stock
beneficially owned by them.




Name and Address of Beneficial Owner (1)
                        
                        Amount and Nature of
                          Beneficial Ownership
                        
                        
                        Percent
                          of ClassBulldog
      Investors
                        
                        
                        1,409,560
                        (2)
                        
                        
                        11.6
                        %Brian
      Taylor
                        
                        
                        1,185,000
                        (3)
                        
                        
                        9.7
                        %Fortress
      Investment Group LLC
                        
                        
                        1,100,000
                        (4)
                        
                        
                        9.0
                        %Citigroup
      Global Markets Inc.
                        
                        
                        628,800
                        (5)
                        
                        
                        5.2
                        %Aldebaran
      Investments LLC
                        
                        
                        752,101
                        (6)
                        
                        
                        6.2
                        %





6





Name and Address of Beneficial Owner (1)
                              
                              Amount and Nature of
                                Beneficial Ownership
                              
                              
                              Percent
                                of ClassDrawbridge
      Special Opportunities Advisors LLC
                              
                              
                              821,800
                              (7)
                              
                              
                              6.8
                              %Lawrence
      S. Coben
                              
                              
                              827,726
                              (8)
                              
                              
                              6.8
                              %Ronald
      D. Ormand
                              
                              
                              827,726
                              (8)
                              
                              
                              6.8
                              %Sang-Chul
      Kim
                              
                              
                              0
                              (9)
                              
                              
                              0
                              %Soft
      Forum Co., Ltd.
                              
                              
                              0
                              (9)
                              
                              
                              0
                              %Jhong
      Won Kim
                              
                              
                              0
                              
                              
                              
                              0
                              %Seung
      Jung Ro
                              
                              
                              0
                              
                              
                              
                              0
                              %David
      Jin Yoo
                              
                              
                              0
                              
                              
                              
                              0
                              %All
      directors and executive officers as a group (five
    individuals)
                              
                              
                              827,726
                              (10)
                              
                              
                              6.8
                              %


________________________________


*
            Less
      than one percent.


(1)
            Unless
      otherwise indicated, the business address of each of the individuals is
      545-7 Dogok-Dong, SoftForum B/D, 7th Floor, Gangnam-Gu, Seoul, South Korea
      135-270.


(2)
            Bulldog
      Investors (“Bulldog”) and Phillip Goldstein and Andrew Dakos, principals
      of Bulldog, have sole voting power over 1,043,560 of such shares and
      shared voting power over 365,740 of the shares of common
      stock.  Bulldog Investors and Mr. Goldstein and Mr. Dakos have
      sole investment power over all such shares.  The business
      address of the entity and each principal is Park 80 West, Plaza Two,
      Saddle Brook, New Jersey 07663.  The foregoing information was
      derived from a Schedule 13G filed with the Securities and Exchange
      Commission on January 14, 2009.


(3)
            Mr.
      Taylor, Pine River Capital Management L.P. (“Pine River”) and Nisswa
      Master Fund Ltd. (“Nisswa”) have shared voting and investment power over
      the shares of common stock.  The business address of Mr. Taylor,
      Pine River and Nisswa is 601 Carlson Parkway, Suite 330, Minnetonka, MN
      55305.  The foregoing information was derived from a Schedule
      13G filed with the Securities and Exchange Commission on December 17,
      2007.


(4)
            Represents
      (i) 990,000 shares of common stock held by Drawbridge DSO Securities LLC
      (“DSO”) and (ii) 110,000 shares of common stock held by Drawbridge OSO
      Securities LLC (“OSO”).  Each has sole voting and investment
      power of such shares.  Drawbridge Special Opportunities Fund LP
      (“Fund LP”) is the sole managing member of DSO, Drawbridge Special
      Opportunities GP LLC (“GP”) is the general partner of Fund LP and Fortress
      Principal Investment Holdings IV LLP (“Holdings”) is the sole managing
      member of GP.  Drawbridge Special Opportunities Fund Ltd. (“Fund
      Ltd.”) is the sole managing member of OSO, Drawbridge Special
      Opportunities Advisors LLC (“Advisors”) is the investment advisor for Fund
      LP and Fund Ltd., and FIG LLC (“FIG LLC”) is the sole managing member of
      Advisors.  Fortress Operating Entity I LP (“Operating”) is the
      sole managing member of Holdings and FIG LLC, FIG Corp. (“FIG Corp.”) is
      the general partner of Operating and Fortress Investment Group LLC
      (“Group”) is the beneficial owner of all securities beneficially owned by
      FIG Corp.  Each of the foregoing entities has shared voting and
      investment power over the shares beneficially owned by it.  The
      business address of all of the entities is c/o Fortress Investment Group
      LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York 10105,
      Attention: Michael Cohn.  The foregoing information was derived
      from a Schedule 13G filed with the Securities and Exchange Commission on
      February 14, 2008.


(5)
            Represents
      shares held by Citigroup Global Markets Inc.  Assumes the
      conversion or exercise of certain securities held.  The business
      address of Citigroup Global Markets Inc. is 388 Greenwich Street, New
      York, New York 10013.  The foregoing information was derived
      from a Schedule 13G filed with the SEC on February 11,
    2009.


(6)
            The
      business address of Aldebaran Investments LLC is 500 Park Avenue, 5th
      Floor, New York, New York 10022.  Represents 752,101 shares held
      by Aldebaran Investments LLC.  Includes shares held in a
      separate account of which Aldebaran Investments LLC is the investment
      manager.  The foregoing information was derived from a Schedule
      13G filed with the SEC on February 17,
2009.


(7)
            The
      business address of Drawbridge Special Opportunities Advisors LLC is c/o
      Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor,
      New York, NY 10105, Attention: Michael Cohn.  The foregoing
      information was derived from a Schedule 13G filed with the SEC on February
      18, 2009.


(8)
            Does
      not include 450,000 shares of common stock issuable upon exercise of
      sponsors’ warrants that are not exercisable and will not become
      exercisable within 60 days. Mr. Coben’s business address is 40 West 22nd
      Street, New York, New York 10010. Mr. Ormand’s business address is 11622
      Monica Street, Houston, Texas
77024.










7




(9)
              Does
      not include 2,333,168 shares of common stock which Mr. Kim and SoftForum
      Co., Ltd. have the right to acquire upon exercise of an option held by
      them.







(10)
            Does
      not include 900,000 shares of common stock issuable upon exercise of
      sponsors’ warrants that are not exercisable and will not become
      exercisable within 60 days. Also
      does not include 2,333,168 shares of common stock which Mr. Kim and
      SoftForum Co., Ltd. have the right to acquire upon exercise of an option
      held by them.




All of
the founders’ shares have been placed in escrow with Continental Stock Transfer
& Trust Company, as escrow agent, until one year after the consummation of
our initial business combination. The founders’ shares may be released from
escrow earlier than this date if, within the first year after we consummate an
initial business combination, we consummate a subsequent liquidation, merger,
stock exchange or other similar transaction which results in all of our
stockholders having the right to exchange their shares of common stock for cash,
securities or other property.  Additionally, if holders of more than
20% of the IPO shares vote against a proposed business combination and seek to
exercise their conversion rights and such business combination is consummated,
our founders have agreed to forfeit and return to us for cancellation a number
of shares so that the founders will collectively own no more than 23.8% of our
outstanding common stock upon consummation of such business combination (without
giving effect to any shares that may be issued in the business combination).
During the escrow period, the holders of these shares will not be able to sell
or transfer their securities except (i) to an entity’s members upon its
liquidation, (ii) to relatives and trusts for estate planning purposes or (iii)
by private sales made at or prior to the consummation of a business combination
at prices no greater than the price at which the shares were originally
purchased, in each case where the transferee agrees to the terms of the escrow
agreement, but will retain all other rights as our stockholders, including,
without limitation, the right to vote their shares of common stock and the right
to receive cash dividends, if declared. If dividends are declared and payable in
shares of common stock, such dividends will also be placed in escrow. If we are
unable to effect a business combination and liquidate, none of our founders will
receive any portion of the liquidation proceeds with respect to their initial
shares.




Certain
of our officers, directors and initial stockholders purchased the sponsors’
warrants (for a total purchase price of $2,650,000) from us. These purchases
took place on a private placement basis simultaneously with the consummation of
our IPO. The sponsors’ warrants are identical to the warrants underlying the
units offered in our IPO except that if we call the warrants for redemption, the
sponsors’ warrants will be exercisable on a cashless basis so long as such
warrants are held by the purchasers or their affiliates. The purchasers have
agreed that the sponsors’ warrants will not be sold or transferred by them until
after we have completed a business combination.




Lawrence
S. Coben and Ronald D. Ormand are our “promoters” as that term is defined under
the federal securities laws.




8











SIGNATURES





Pursuant
to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 12th day
of November 2009.





TREMISIS ENERGY ACQUISITION CORPORATION
      IIBy:
                          /s/ Sang-Chul KimSang-Chul KimChairman
      of the Board and Chief Executive Officer(Principal
      Executive Officer)


In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.





Name
                                            
                                            Title
                                            
                                            Date/s/ Sang-Chul Kim
                                            
                                            Chairman
      of the Board and Co-Chief Executive Officer
                                            
                                            November
      12, 2009Sang-Chul
      Kim
                                            
                                            (Principal
      Executive Officer and Principal Financial Officer and Principal Accounting
      Officer)/s/ Ronald
      D. Ormand
                                            
                                            Director
                                            
                                            November
      12, 2009Ronald
      D. Ormand/s/ Yeon-su Kim
                                            
                                            Secretary
                                            
                                            November
      12, 2009Yeon-Su
      Kim/s/ Jhong Won Kim
                                            
                                            Director
                                            
                                            November
      12, 2009Jhong
      Won Kim/s/ Seung Jung Ro
                                            
                                            Director
                                            
                                            November
      12, 2009Seung
      Jung Ro/s/ David Jin Yoo
                                            
                                            Director
                                            
                                            November
      12, 2009David
      Jin Yoo