UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A


(Mark
One)





ý
            Quarterly
      report under Section 13 or 15(d) of the Securities Exchange Act of
      1934





For the
quarterly period ended March 31,
2009





 ̈
            Transition
      report under Section 13 or 15(d) of the Exchange
  Act





For the transition period from
_____________ to _____________





Commission
File Number 001-33814





Tremisis Energy Acquisition
Corporation II


(Exact
Name of Small Business Issuer as Specified in Its Charter)





Delaware
            26-0971890(State
      or other Jurisdiction of
              Incorporation
      or Organization)
            (I.R.S.
      Employer
              Identification
      No.)





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





(82)(2)
575-0466


(Issuer’s
Telephone Number, Including Area Code)





Check
whether the issuer (1) 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 requirements for the past 90 days. Yes ý No  ̈





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 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, or a smaller reporting company.  See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act (Check one).





Large
      accelerated filer  ̈
            
            Accelerated
      filer  ̈Non-accelerated
      filer    ̈
            
            Smaller
      reporting company ý(Do
      not check if 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 ý No  ̈





As of
August 12, 2009, 12,165,837 shares of common stock, par value $.0001 per share,
were issued and outstanding.






Explanatory
Note
 
 
 This
amendment is being filed solely to include an exhibit that was not previously
filed.







ITEM
6:  EXHIBITS





(a)
            Exhibits:





16.1 –
Letter from BDO Seidmen, LLP regarding changes in certifying
accountant




31.1 –
Section 302 Certification by CEO





31.2 –
Section 906 Certification by CFO





32.1 –
Section 302 Certification by CEO





32.2 –
Section 906 Certification by CFO









SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




TREMISIS
      ENERGY ACQUISITION CORPORATION IIDated: 
      August 12, 2009/s/ Sang-Chul KimSang-Chul
      KimChairman
      and Chief Executive Officer(Principal
      Executive Officer)/s/ Yeon-su KimYeon-su
      KimChief
      Financial Officer and Secretary(Principal
      Financial and Accounting Officer)