UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q


(Mark
One)





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





For the
quarterly period ended September 30,
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
                30-0485452(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 x 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 x(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 x No  ̈





As of
November 16, 2009, 12,165,837 shares of common stock, par value $.0001 per
share, were issued and outstanding.





Tremisis
Energy Acquisition Corporation II


Index




PagePart I:  FINANCIAL
      INFORMATIONItem
      1 – Financial Statements:Condensed
      Balance Sheets
                    3Condensed
      Statements of Operations
                    4Condensed
      Statements of Cash Flows
                    5Notes
      to Unaudited Condensed Financial Statements
                    6Item
      2 – Management’s Discussion and Analysis or Results of
      Operations
                    12Item
      3 – Quantitative and Qualitative Disclosures About Market
    Risk
                    13Item
      4 – Controls and Procedures
                    13Part II.  OTHER
      INFORMATIONItem
      1 – Legal Proceedings
                    13Item
      1A – Risk Factors
                    13Item
      2 – Unregistered Sales of Equity Securities and Use of
      Proceeds
                    13Item
      3 – Defaults Upon Senior Securities
                    14Item
      4 – Submission of Matters to a Vote of Security Holders
                    14Item
      5 – Other Information
                    14Item
      6 – Exhibits
                    14Signatures
                    15


2


PART
1. FINANCIAL INFORMATION


Item
1. Financial Statements





Tremisis
Energy Acquisition Corporation II


(a
corporation in the development stage)





Condensed
Balance Sheets




September 30,
                                        2009
                                        (Unaudited)
                                      
                                      
                                      December 31,
                                        2008ASSETSCash
                                      
                                      $
                                      177,812
                                      
                                      
                                      $
                                      20,139Cash
      equivalents held in trust
                                      
                                      
                                      77,458,160
                                      
                                      
                                      
                                      77,652,972Interest
      receivable on cash equivalents held in trust
                                      
                                      
                                      -
                                      
                                      
                                      
                                      15,099Income
      tax receivable
                                      
                                      
                                      -
                                      
                                      
                                      
                                      157,500Prepaid expenses
                                      
                                      
                                      11,199
                                      
                                      
                                      
                                      62,949Total
      current assets
                                      
                                      
                                      77,647,171
                                      
                                      
                                      
                                      77,908,659Equipment, net
                                      
                                      
                                      3,555
                                      
                                      
                                      
                                      3,555Total assets
                                      
                                      $
                                      77,650,726
                                      
                                      
                                      $
                                      77,912,214LIABILITIES
      AND STOCKHOLDERS’ EQUITYAccrued
      expenses
                                      
                                      $
                                      246,044
                                      
                                      
                                      $
                                      108,648Franchise
      taxes payable
                                      
                                      
                                      55,500
                                      
                                      
                                      
                                      -Deferred underwriting fee
                                      
                                      
                                      3,114,454
                                      
                                      
                                      
                                      3,114,454Total current liabilities
                                      
                                      
                                      3,415,998
                                      
                                      
                                      
                                      3,223,102Common stock subject to possible conversion
      (2,918,827 and 2,918,827 shares at conversion value,
      respectively)
                                      
                                      
                                      23,705,649
                                      
                                      
                                      
                                      23,628,780CommitmentsStockholders’
      equityCommon
      stock, $.0001 par value per share, authorized 35,000,000 shares, issued
      and outstanding 9,247,010 and 9,247,010 (excluding 2,918,827 and 2,918,827
      shares subject to conversion, respectively)
                                      
                                      
                                      925
                                      
                                      
                                      
                                      925Additional
      paid-in capital
                                      
                                      
                                      50,776,800
                                      
                                      
                                      
                                      50,853,670Retained earnings (accumulated
      deficit)
                                      
                                      
                                      (248,646
                                      )
                                      
                                      
                                      205,737Total stockholders’ equity
                                      
                                      
                                      50,529,079
                                      
                                      
                                      
                                      51,060,332Total liabilities and stockholders’
      equity
                                      
                                      $
                                      77,650,726
                                      
                                      
                                      $
                                      77,912,214




See
notes to unaudited condensed financial statements.


3


Tremisis
Energy Acquisition Corporation II


(a
corporation in the development stage)





Unaudited
Condensed Statements of Operations





(Unaudited)
                                              Three Months Ended
                                              September 30,
                                            
                                            
                                            (Unaudited)
                                              Nine Months Ended
                                              September 30,
                                            
                                            
                                            Period From
                                              July 3, 2007
                                              (Inception)
                                              toSeptember 30,
                                              20092009
                                            
                                            
                                            2008
                                            
                                            
                                            2009
                                            
                                            
                                            2008
                                            
                                            
                                            (Unaudited)Interest
      income
                                            
                                            $
                                            41,213
                                            
                                            
                                            $
                                            386,522
                                            
                                            
                                            $
                                            304,742
                                            
                                            
                                            $
                                            1,211,481
                                            
                                            
                                            $
                                            1,693,067General and administrative
      expenses
                                            
                                            
                                            231,758
                                            
                                            
                                            
                                            132,551
                                            
                                            
                                            
                                            759,125
                                            
                                            
                                            
                                            494,101
                                            
                                            
                                            
                                            1,863,214Income
      before provision for income taxes
                                            
                                            
                                            (190,545
                                            )
                                            
                                            
                                            253,971
                                            
                                            
                                            
                                            (454,383
                                            )
                                            
                                            
                                            717,380
                                            
                                            
                                            
                                            (170,147
                                            )Provision for income taxes
                                            
                                            
                                            -
                                            
                                            
                                            
                                            79,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            237,000
                                            
                                            
                                            
                                            78,500Net
      income (loss) for the period
                                            
                                            
                                            (190,545
                                            )
                                            
                                            
                                            174,971
                                            
                                            
                                            
                                            (454,383
                                            )
                                            
                                            
                                            480,380
                                            
                                            
                                            
                                            (248,647
                                            )Accretion of trust accounting relating to common
      stock subject to possible conversion
                                            
                                            
                                            (12,358
                                            )
                                            
                                            
                                            (115,918
                                            )
                                            
                                            
                                            (76,869
                                            )
                                            
                                            
                                            (363,323
                                            )
                                            
                                            
                                            (493,229
                                            )Net income (loss) attributable to common
      stockholders
                                            
                                            $
                                            (202,903
                                            )
                                            
                                            $
                                            59,053
                                            
                                            
                                            $
                                            (531,252
                                            )
                                            
                                            $
                                            117,057
                                            
                                            
                                            $
                                            (741,876
                                            )Weighted
      average number of shares outstandingBasic and diluted
                                            
                                            
                                            9,247,010
                                            
                                            
                                            
                                            9,247,010
                                            
                                            
                                            
                                            9,247,010
                                            
                                            
                                            
                                            9,233,337Net income (loss) per share – basic and
      diluted
                                            
                                            $
                                            (0.02
                                            )
                                            
                                            $
                                            0.01
                                            
                                            
                                            $
                                            (0.06
                                            )
                                            
                                            $
                                            0.01Number of shares outstanding subject to possible
      conversion – basic and diluted
                                            
                                            
                                            2,918,827
                                            
                                            
                                            
                                            2,918,827
                                            
                                            
                                            
                                            2,918,827
                                            
                                            
                                            
                                            2,918,827Net income (loss) per share subject to possible
      conversion – basic and diluted
                                            
                                            $
                                            (0.06
                                            )
                                            
                                            $
                                            0.04
                                            
                                            
                                            $
                                            (0.18
                                            )
                                            
                                            $
                                            0.12




See
notes to unaudited condensed financial statements.


4


Tremisis
Energy Acquisition Corporation II


(a
corporation in the development stage)





Unaudited
Condensed Statements of Cash Flows





Nine Months
                                                Ended
                                                September 30,
                                                2009
                                              
                                              
                                              Nine Months
                                                Ended
                                                September 30,
                                                2008
                                              
                                              
                                              Period From
                                                July 3, 2007
                                                (Inception) to
                                                September 30,
                                                2009(Unaudited)
                                              
                                              
                                              (Unaudited)
                                              
                                              
                                              (Unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
                                              
                                              $
                                              (454,383
                                              )
                                              
                                              $
                                              480,380
                                              
                                              
                                              $
                                              (248,647
                                              )Depreciation
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              470Adjustments
      to reconcile net income (loss) to net cash used in operating
      activities:Interest
      receivable
                                              
                                              
                                              15,099
                                              
                                              
                                              
                                              62,402
                                              
                                              
                                              
                                              -Income
      tax receivable
                                              
                                              
                                              157,500
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Prepaid
      expenses
                                              
                                              
                                              51,750
                                              
                                              
                                              
                                              76,749
                                              
                                              
                                              
                                              (11,199
                                              )Accrued
      expenses
                                              
                                              
                                              137,395
                                              
                                              
                                              
                                              38,752
                                              
                                              
                                              
                                              246,044Income and franchise taxes
      payable
                                              
                                              
                                              55,500
                                              
                                              
                                              
                                              2,233
                                              
                                              
                                              
                                              55,500Net cash provided by (used in) operating
      activities
                                              
                                              
                                              (37,139
                                              )
                                              
                                              
                                              660,516
                                              
                                              
                                              
                                              42,168CASH
      FLOWS FROM INVESTING ACTIVITIES:Cash
      equivalents held in trust
                                              
                                              
                                              194,812
                                              
                                              
                                              
                                              (2,120,416
                                              )
                                              
                                              
                                              (77,458,160
                                              )Purchase of equipment
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (250,663
                                              )
                                              
                                              
                                              (4,025
                                              )Net cash provided by (used in) investing
      activities
                                              
                                              
                                              194,812
                                              
                                              
                                              
                                              (2,371,079
                                              )
                                              
                                              
                                              (77,462,185
                                              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of shares of common stock to initial
      stockholders
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              25,000Net
      proceeds from issuance of common stock through public
    offering
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1,264,054
                                              
                                              
                                              
                                              51,723,289Proceeds
      from issuance of insider warrants to initial stockholders
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              2,650,000Portion
      of proceeds from sale of units through public offerings allocable to
      shares of common stock subject to possible conversion
                                              
                                              
                                              -
                                              
                                              
                                              
                                              541,480
                                              
                                              
                                              
                                              23,212,420Registration
      costs paid
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (12,880
                                              )
                                              
                                              
                                              (12,880
                                              )Proceeds
      from notes payable, stockholders
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              157,990Repayment of notes payable,
      stockholders
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (157,990
                                              )Net cash provided by financing
      activities
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1,792,654
                                              
                                              
                                              
                                              77,597,829Net
      increase (decrease) in cash
                                              
                                              
                                              157,673
                                              
                                              
                                              
                                              82,091
                                              
                                              
                                              
                                              177,812Cash at beginning of period
                                              
                                              
                                              20,139
                                              
                                              
                                              
                                              101,836
                                              
                                              
                                              
                                              -Cash at end of period
                                              
                                              $
                                              177,812
                                              
                                              
                                              
                                              183,927
                                              
                                              
                                              $
                                              177,812Supplemental
      disclosures of cash flow information:Interest paid
                                              
                                              $
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              $
                                              -Income taxes paid
                                              
                                              $
                                              -
                                              
                                              
                                              
                                              236,000
                                              
                                              
                                              $
                                              236,000Supplemental
      disclosures of non-cash financing activities:Deferred underwriting fee
                                              
                                              $
                                              -
                                              
                                              
                                              
                                              74,454
                                              
                                              
                                              $
                                              3,114,454Accrued registration fee
                                              
                                              $
                                              -
                                              
                                              
                                              
                                              12,880
                                              
                                              
                                              $
                                              12,880Accretion of trust accounting - common stock
      subject to possible conversion
                                              
                                              $
                                              76,869
                                              
                                              
                                              
                                              363,323
                                              
                                              
                                              $
                                              480,871Accrued acquisition fee
                                              
                                              $
                                              -
                                              
                                              
                                              
                                              222,005
                                              
                                              
                                              $
                                              157,977





See notes to unaudited condensed
financial statements.


5


Tremisis
Energy Acquisition Corporation II


(a
corporation in the development stage)





Notes
to Unaudited Condensed Financial Statements





NOTE
1 - Organization and Business Operations





Tremisis
Energy Acquisition Corporation II (the "Company”) was incorporated in Delaware
on July 3, 2007 for the purpose of effecting a merger, capital stock exchange,
asset acquisition or other similar business combination with an operating
business.  The Company is considered to be a development stage company and
as such the financial statements presented herein are presented in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 7 - Accounting and
Reporting by Development Stage Enterprises.





At
September 30, 2009, the Company had not yet commenced any operations.  All
activity from July 3, 2007 (date of inception) to September 30, 2009 relates to
the Company’s formation, the public offering described below and searching for a
target business with which to complete a Business Combination.





The
registration statement for the Company's initial public offering ("Offering")
was declared effective December 6, 2007.  The Company consummated the
Offering on December 12, 2007 and the over-allotment on January 24, 2008 and
received net proceeds of approximately $77,861,352.  The Company’s
management has broad discretion with respect to the specific application of the
net proceeds of this Offering and over-allotment, although substantially all of
the net proceeds of this Offering are intended to be generally applied toward
consummating a business combination with an operating business (“Business
Combination”).  Furthermore, there is no assurance that the Company will be
able to successfully effect a Business Combination.  Upon the closing of
the Offering and the over-allotment of January 24, 2008 an aggregate of
$77,400,511, including the $2,650,000 proceeds of the Private Placement
described in Note 5 and the $3,114,454 of deferred underwriters discount
described in Note 3, was placed in a trust account ("Trust Account") which is to
be invested in United States "government securities" within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180
days or less or in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act of 1940 until the earlier of (i)
the consummation of its first Business Combination and (ii) liquidation of the
Company.  The placing of funds in the Trust Account may not protect those
funds from third party claims against the Company.  Although the Company
will seek to have all vendors and service providers (which would include any
third parties engaged to assist the Company in any way in connection with the
search for a target business) and prospective target businesses execute
agreements with the Company waiving any right, title, interest or claim of any
kind in or to any monies held in the Trust Account, there is no guarantee they
will execute such agreements.  Nor is there any guarantee that, even if
such entities execute such agreements with the Company, they will not seek
recourse against the trust account or that a court would not conclude that such
agreements are not legally enforceable.





The
Company's Chairman of the Board and one of his affiliates have agreed that they
will be liable under certain circumstances to ensure that the proceeds in the
Trust Account are not reduced for the claims of target businesses or claims of
vendors or other entities that are owed money by the Company for services
rendered or contracted for or products sold to the Company.  However, there
can be no assurance that they will be able to satisfy those obligations. 
Furthermore, they will not have any liability as to any claimed amounts owed to
a third party who executed a waiver (including a prospective target
business).  The remaining net proceeds (not held in the Trust Account) may
be used to pay for business, legal and accounting due diligence on prospective
acquisitions and continuing general and administrative expenses. 
Additionally, up to an aggregate of $1,200,000 of interest earned on the Trust
Account balance may be released to the Company to fund working capital
requirements and additional amounts may be released as necessary to satisfy tax
obligations.


6


Tremisis
Energy Acquisition Corporation II


(a
corporation in the development stage)





Notes
to Unaudited Condensed Financial Statements




NOTE
1 - Organization and Business Operations (continued)





The
Company, after signing a definitive agreement for the acquisition of a target
business, is required to submit such transaction for stockholders'
approval.  Stockholders that vote against such proposed Business
Combination and exercise their conversion rights are, under certain conditions
described below, entitled to convert their share into a pro-rata distribution
from the Trust Account (the "Conversion Right").  The actual per share
conversion price will be equal to the amount in the Trust Account (inclusive of
any interest thereon), calculated as of two business days prior to the proposed
Business Combination, divided by the number of shares sold in the
Offering.  As a result of the Conversion Right, $23,212,420 (representing
29.99% of net proceeds of the public offering) plus accretion of $493,229
(representing 29.99% of interest earned on the trust account) aggregating
$23,705,649 has been classified as common stock, subject to possible conversion
on the accompanying balance sheet as of September 30, 2009.  The Company’s
stockholders prior to the Offering (“Initial Stockholders”) have agreed to vote
their 2,433,168 founding shares (after forfeiture of 298,082 shares disclosed in
Note 3) of common stock in accordance with the manner in which the majority of
the shares of common stock offered in the Offering are voted by the Company's
public stockholders ("Public Stockholders") with respect to a Business
Combination.





In the
event that a majority of the outstanding shares of common stock voted by the
Public Stockholders vote for the approval of a Business Combination and holders
owning 30% or more of the outstanding common stock do not vote against the
Business Combination and do not exercise their Conversion Rights, the Business
Combination may then be consummated.





The
Company’s Amended and Restated Certificate of Incorporation provides that the
Company will continue in existence until December 6, 2009 (24 months from the
Effective Date of the Offering).  If the Company has not completed a
Business Combination by such date, its corporate existence will cease and it
will dissolve and liquidate for the purposes of winding up its affairs.  In
the event of liquidation, it is likely that the per share value of the residual
assets remaining available for distribution (including Trust Fund assets) will
be less than the initial public offering price per share in the Offering
(assuming no value is attributed to the Warrants contained in the Units sold in
the Offering).





NOTE
2 - Summary of Significant Accounting Policies





Interim Financial
Statements - The accompanying unaudited financial statements have been
prepared pursuant to the rules and regulations of the SEC and should be read in
conjunction with the Company's audited financial statements and footnotes
thereto for the period from inception (July 3, 2007) to December 31, 2008
included in the Company's Annual Report on Form 10-K.  Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the Unites States of
America have been omitted pursuant to such rules and regulations.  However,
the Company believes that the disclosures are adequate to make the information
presented not misleading.  The financial statements reflect all adjustments
(consisting primarily of normal recurring adjustments) that are, in the opinion
of management necessary for a fair presentation of the Company's financial
position, results of operations and cash flows.  The operating results for
the period ended September 30, 2009 are not necessarily indicative of the
results to be expected for the full year.





Cash
Equivalents - The Company considers all highly liquid investments with
original maturities of three months or less to be cash equivalents.





Deferred
Acquisition Costs - Costs related to proposed acquisitions are
capitalized in accordance with SFAS 141 and in the event the acquisition does
not occur, the costs are expensed.


7




Tremisis
Energy Acquisition Corporation II


(a
corporation in the development stage)





Notes
to Unaudited Condensed Financial Statements




NOTE
2 - Summary of Significant Accounting Policies (continued)





Concentration of
Credit Risk - The Company maintains cash in a bank deposit account which,
at times, exceeds federally insured (FDIC) limits.  The Company has not
experienced any losses on this account.





Income
Taxes - Deferred income tax assets and liabilities are computed for
differences between the financial statements and tax basis of assets and
liabilities that will result in future taxable or deductible amounts and are
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to effect taxable income.  Valuation allowances
are established when necessary to reduce deferred income tax assets to the
amount expected to be realized.  Deferred income taxes are not material to
the Company's financial position and results of operations.





In July
2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
No. 48, Accounting For Uncertainty in Income Taxes, an interpretation of FASB
Statement No. 109 ("FIN 48").  FIN 48 establishes new evaluation and
measurement processes for all income tax positions taken.  FIN 48 also
requires expanded disclosure of income tax matters.  The adoption of this
standard had no effect on the Company's financial statements.





Net Income Per
Share - Basic net income per share excludes dilution and is computed by
dividing income available to common stockholders by the weighted average common
shares outstanding for the period.  Calculation of the weighted average
common shares outstanding during the period is based on 2,731,250 initial shares
outstanding throughout the period from July 3, 2007 (inception) to September 30,
2009, less 298,082 initial shares cancelled by the Company on January 24, 2008
(retroactively restated for this calculation to July 3, 2007), 6,650,950 common
shares (excluding 2,849,050 shares subject to possible conversion) issued at the
completion of the Offering on December 12, 2007 and 162,892 shares (excluding
69,777 shares subject to possible conversion) from the January 24, 2008
over-allotment option exercised.  Basic net income per share subject to
possible conversion is calculated by dividing accretion of Trust Account
relating to common stock subject to possible conversion by 2,918,827 common
shares subject to possible conversion.  Diluted earnings per share reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted in
the issuance of common stock that then shared in the earnings of the
entity.  The shares issuable upon exercise of the Warrants have been
excluded from the calculation of diluted net income per share since the Warrants
are exercisable commencing the later of one year or the completion of a Business
Combination and this contingency has not been resolved.





Use of
Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of expenses during the reporting period.  Actual
results could differ from those estimates.





Fair Value
Measurements - The carrying value of cash, cash equivalents held in
trust, interest receivable, prepaid expenses, deferred underwriting fee, and
accrued expenses approximate the fair values of these instruments due to their
short-term nature.





Effective
January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurement, for
its financial assets and liabilities that are re-measured and reported at fair
value at each reporting period, and non-financial assets and liabilities that
are re-measured and reported at fair value at least annually.  In
accordance with the provisions of FSP No. FAS 157-2, Effective Date of FASB
Statement No. 157, the Company has elected to defer implementation of SFAS No.
157 as it relates to its non-financial assets and non-financial liabilities that
are recognized and disclosed at fair value in the financial statements on a
nonrecurring basis until January 1, 2009. The adoption of FSP No. FAS 157-2 had
no material impact on the financial statements of the Company.  The
adoption of SFAS No. 157 to the Company’s financial assets and liabilities and
non-financial assets and liabilities that are re-measured and reported at fair
value at least annually did not have an impact on the Company’s financial
results.  The following table presents information about the Company’s
assets and liabilities that are measured at fair value on a recurring basis as
of September 30, 2009, and indicates the fair value hierarchy of the valuation
techniques the Company utilized to determine such fair value. In general, fair
values determined by Level 1 inputs utilize quoted prices (unadjusted) in active
markets for identical assets or liabilities. Fair values determined by Level 2
inputs utilize data points that are observable such as quoted prices in markets
that are not active, interest rates and yield curves. Fair values determined by
Level 3 inputs are unobservable data points for the asset or liability, and
includes situations where there is little, if any, market activity for the asset
or liability:





Financial
Assets at Fair Value as of September 30, 2009:





September 30,
                          2009
                        
                        
                        Quoted Prices
                          in Active
                          Markets
                          (Level 1)
                        
                        
                        Significant
                          Other
                          Observable
                          Inputs
                          (Level 2)
                        
                        
                        Significant
                          Unobservable
                          Inputs
                          (Level 3)Cash equivalents held in
    trust
                        
                        $
                        77,458,160
                        
                        
                        $
                        77,458,160
                        
                        
                        $
                        -
                        
                        
                        $
                        -Total
                        
                        $
                        77,458,160
                        
                        
                        $
                        77,458,160
                        
                        
                        $
                        -
                        
                        
                        $
                        -





Financial
Assets at Fair Value as of December 31, 2008:





December 31,
                          2008
                        
                        
                        Quoted Prices
                          in Active
                          Markets
                          (Level 1)
                        
                        
                        Significant
                          Other
                          Observable
                          Inputs
                          (Level 2)
                        
                        
                        Significant
                          Unobservable
                          Inputs
                          (Level 3)Cash equivalents held in
    trust
                        
                        $
                        77,652,972
                        
                        
                        $
                        77,652,972
                        
                        
                        $
                        -
                        
                        
                        $
                        -Total
                        
                        $
                        77,652,972
                        
                        
                        $
                        77,652,972
                        
                        
                        $
                        -
                        
                        
                        $
                        -





The fair
values of the Company’s cash equivalents held in the trust are determined
through market, observable and corroborated sources. The carrying amounts
reflected in the consolidated balance sheets for other current assets and
accrued expenses approximate fair value due to their short-term
maturities.


8


Tremisis
Energy Acquisition Corporation II


(a
corporationin the development
stage)





Notes
to Unaudited Condensed Financial Statements





NOTE
2 - Summary of Significant Accounting Policies (continued)





New Accounting
Pronouncements - In May 2008, the FASB issued SFAS No. 162, The
Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162
identifies the sources of accounting principles and the framework for selecting
the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with GAAP in the
United States. SFAS No. 162 became effective November 15, 2008. The
adoption of SFAS No. 162 did not have a material impact on the Company’s
interim unaudited condensed financial statements.





In May
2009, the FASB issued Statement of Financial Accounting Standards No. 165,
‘‘Subsequent Events’’ (‘‘FAS 165’’). FAS 165 establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. The
standard, which includes a new required disclosure of the date through which an
entity has evaluated subsequent events, is effective for interim or annual
periods ending after June 15, 2009. The Company’s management evaluated all
events or transactions that occurred after December 31, 2008 up through March
30, 2009, the date the Company issued the financial statements included in this
10-Q for the year ended December 31, 2008. The Company’s management has also
evaluated all events or transactions from March 31, 2009 through November 16,
2009, and has updated Note 7 for any additional transactions that have occurred,
which are unaudited. During these periods, the Company did not have any material
recognizable subsequent events other those disclosed in Note 7 to the financial
statements for the year ended December 31, 2008 included elsewhere in this 10-Q
statement.   In addition, the Company’s management evaluated all
events and transactions that occurred after September 30, 2009 up through
November 16, 2009 and has updated Note 7 of the September 30, 2009 unaudited
financial statements included in this 10-Q.





Management
does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying financial statements.





NOTE
3 - Public Offering





In
December 2007, the Company completed its Offering in which it sold to the public
9,500,000 units (“Units”), at a price of $8.00 per Unit. Each Unit consists of
one share of the Company’s common stock and one Redeemable Common Stock Purchase
Warrant (“Warrants”). Each Warrant entitles the holder to purchase from the
Company one share of common stock at an exercise price of $5.00 commencing six
months after the completion of a Business Combination and expiring December 5,
2012. The Company may redeem the Warrants, at a price of $.01 per Warrant upon
30 days’ notice while the Warrants are exercisable, only in the event that
the last sale price of the common stock is at least $12.00 per share for any 20
trading days within a 30 trading day period ending on the third day prior to the
date on which notice of redemption is given. In accordance with the warrant
agreement relating to the Warrants sold and issued in the Offering, the Company
is only required to use its best efforts to maintain the effectiveness of the
registration statement covering the Warrants. The Company will not be obligated
to deliver securities, and there are no contractual penalties for failure to
deliver securities, if a registration statement is not effective at the time of
exercise. Additionally, in the event that a registration is not effective at the
time of exercise, the holder of such Warrant shall not be entitled to exercise
such Warrant and in no event (whether in the case of a registration statement
not being effective or otherwise) will the Company be required to net cash
settle the warrant exercise. Consequently, the Warrants may expire unexercised
and unredeemed.





The
Company paid the underwriters in the Offering an underwriting discount of
$2,280,000 of the gross proceeds of the Offering and $55,841 of the gross
proceeds of the January 24, 2008 over-allotment. The Company and the
underwriters have agreed that payment of the balance of the underwriting
discount of $3,040,000, from the offering and $74,454 from the over-allotment
will not be payable unless and until the Company completes a Business
Combination and have waived their right to receive such payment upon the
Company’s liquidation if it is unable to complete a Business
Combination.




On
January 24, 2008, the Company consummated the closing of the sale of 232,669
Units which were sold subject to the over-allotment option.  The 9,732,669
Units sold in the Offering, including the 232,669 Units sold subject to the
over-allotment option, were sold at an Offering price of $8.00 per Unit,
generating total gross proceeds of $77,861,352.  Of the gross proceeds of
the offering and the private placement of warrants, $77,400,511 (or
approximately $7.95 per share) was placed in the Trust Account.





On
January 24, 2008, the Company's Initial Stockholders returned an aggregate of
298,082 shares of the Company's common stock to the Company for
cancellation.  The cancellation was due to the remainder of the
underwriter's over-allotment option expiring unexercised.  Upon receipt,
such shares were then immediately cancelled by the Company.


9


Tremisis
Energy Acquisition Corporation II


(a
corporation in the development stage)





Notes
to Unaudited Condensed Financial Statements




NOTE
4 - Income Taxes





The
provision for income taxes consists of the following:





Three Months Ended
                            September 30,
                          
                          
                          Nine Months Ended
                            September 30,
                          
                          
                          Period From
                            July 3, 2007
                            (Inception)to2009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008
                          
                          
                          September 30, 2009Federal income tax –
current
                          
                          $
                          -
                          
                          
                          $
                          79,000
                          
                          
                          $
                          -
                          
                          
                          $
                          237,000
                          
                          
                          $
                          78,500Delaware franchise taxes
                          
                          $
                          18,500
                          
                          
                          $
                          7,000
                          
                          
                          $
                          55,500
                          
                          
                          $
                          43,000
                          
                          
                          $
                          139,054





No
provision for state and local income taxes has been made since the Company was
formed as a vehicle to effect a Business Combination and, as a result does not
conduct operations and is not engaged in a trade or business in any state. 
The Company is incorporated in Delaware and accordingly is subject to franchise
taxes.





NOTE
5 - Commitments





The
Company presently occupies office space provided by an affiliate of the
Company’s Chairman of the Board.  Such affiliate has agreed that, until the
Company consummates a Business Combination, it will make such office space, as
well as certain office and secretarial services, available to the Company, as
may be required by the Company from time to time, at $5,500 per month commencing
in March 2009.  For the three months and nine months ended September 30,
2009, an amount of $16,500 and $39,342, respectively, has been incurred for rent
and office support services.





Pursuant
to letter of agreements which the Initial Stockholders entered into with the
Company and the underwriters, the Initial Stockholders have waived their right
to receive distributions with respect to their founding shares upon the
Company’s liquidation.





The
Company’s Initial Stockholders purchased a total of 2,650,000 Warrants (“Insider
Warrants”) at $1.00 per Warrant (for an aggregate purchase price of $2,650,000)
privately from the Company.  These purchases took place simultaneously with
the consummation of the Offering.  All of the proceeds received from this
purchase were placed in the Trust Account.  The Insider Warrants are
identical to the Warrants underlying the Units sold in the Offering except that
the Warrants may not be called for redemption and the Insider Warrants may be
exercisable on a “cashless basis,” at the holder’s option, so long as such
securities are held by such purchaser or his affiliates.  Furthermore, the
purchasers have agreed that the Insider Warrants will not be sold or transferred
by them, except for estate planning purposes, until after the Company has
completed a Business Combination.





On March
13, 2009, the Company entered into an agreement (“Agreement”) with the Initial
Stockholders and SoftForum Co., Ltd. and Sang-Chul Kim (collectively, the
“Investors”).  Pursuant to the Agreement, the Initial Stockholders have the
option to sell to the Investors, and the Investors have the option to purchase
from the Initial Stockholders, the Insider Warrants upon the earliest of (i) the
Company's consummation of a Business Combination, (ii) the Company's liquidation
of its trust account and (iii) December 31, 2009. The purchase price for the
Insider Warrants is $2,100,000.


10




Tremisis
Energy Acquisition Corporation II


(a
corporation in the development stage)





Notes
to Unaudited Condensed Financial Statements




NOTE
5 – Commitments (continued)





Pursuant
to the Agreement and as part of the same transaction, the Initial Stockholders
also agreed to transfer an aggregate of 2,333,168 shares of the Company’s common
stock to the Investors, for no additional consideration, upon consummation of a
Business Combination. The Initial Stockholders will continue to hold an
aggregate of 100,000 shares of the Company’s common stock following the
transfer. If transferred, such shares will remain in escrow until one year after
consummation of such Business Combination in accordance with the terms of the
escrow agreement that was entered into by the Initial Stockholders in connection
with the Offering.  Additionally, the Investors will be granted the same
registration rights that the Initial Stockholders were granted described in the
following paragraph with respect to the Insider Warrants and shares they may
receive as a result of the transactions.





The
Initial Stockholders and the holders of the Insider Warrants (or underlying
securities) are entitled to registration rights with respect to their founding
shares or Insider Warrants (or underlying securities) pursuant to an agreement
signed on the effective date of the Offering.  The holders of the majority
of the founding shares are entitled to demand that the Company register these
shares at any time commencing three months prior to the first anniversary of the
consummation of a Business Combination.  The holders of the Insider
Warrants (or underlying securities) are entitled to demand that the Company
register these securities at any time after the Company consummates a Business
Combination.  In addition, the Initial Stockholders and holders of the
Insider Warrants (or underlying securities) have certain “piggy-back”
registration rights on registration statements filed after the Company’s
consummation of a Business Combination.





The
Company has also agreed to pay the fees to the underwriters in the Offering as
described in Note 3 above.





NOTE
6 - Preferred Stock





The
Company is authorized to issue 1,000,000 shares of preferred stock with such
designations, voting and other rights and preferences as may be determined from
time to time by the Board of Directors.  There are no shares of preferred
stock issued or outstanding.





The
agreement with the underwriters prohibits the Company, prior to a Business
Combination, from issuing preferred stock which participates in the proceeds of
the Trust Account or which votes as a class with the Common Stock on a Business
Combination.





NOTE
7 – Subsequent Events (Entry into a Material Definitive Agreement)





On July
30, 2009, the Company entered into a Securities Purchase Agreement (“Purchase
Agreement”) with Asiana IDT Inc. (“Asiana IDT”) and Asiana Airlines, Inc.
(“Asiana Airlines”) providing for the purchase by the Company from Asiana
Airlines of all of the outstanding capital stock of Asiana IDT. Pursuant to the
Purchase Agreement, at the closing, the Company will pay Asiana Airlines
US$63,076,925 and issue to it 9,832,670 shares of the Company’s common
stock.  Upon completion of the transaction, the Company will be the sole
owner of Asiana IDT and will be renamed Asiana IDT Holdings, Inc.  Asiana
IDT, Inc, a leading information technology (IT) service provider which offers
total IT solutions and services in consulting, system integration (SI), network
integration (NI), IT outsourcing and legacy migration (LM).





The
acquisition is expected to be consummated in the last quarter of 2009, after the
required approval by the Company’s stockholders and the fulfillment of certain
other conditions, as discussed in the Purchase Agreement


11


ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





The
following discussion should be read in conjunction with the Company’s
Consolidated Financial Statements and footnotes thereto contained in this
report.





Forward
Looking Statements





The
statements discussed in this Report include forward looking statements that
involve risks and uncertainties detailed from time to time in the Company’s
reports filed with the Securities and Exchange Commission.





Overview





We were
formed on July 3, 2007 as a vehicle to effect a merger, capital stock exchange,
asset acquisition or other similar business combination with an operating
business. We intend to utilize cash derived from the proceeds of our recently
completed public offering, our capital stock, debt or a combination of cash,
capital stock and debt, in effecting a business combination.





Recent
Developments





On July
30, 2009, we entered into a Securities Purchase Agreement (“Purchase Agreement”)
with Asiana IDT Inc. (“Asiana IDT”) and Asiana Airlines, Inc. (“Asiana
Airlines”) providing for the purchase by us from Asiana Airlines of all of the
outstanding capital stock of Asiana IDT. Pursuant to the Purchase Agreement, at
the closing, we will pay Asiana Airlines US$63,076,925 and issue to it 9,832,670
shares of common stock.  Upon completion of the transaction, we will be the
sole owner of Asiana IDT and we will be renamed Asiana IDT Holdings, Inc. 
Asiana IDT, Inc, a leading information technology (IT) service provider which
offers total IT solutions and services in consulting, system integration (SI),
network integration (NI), IT outsourcing and legacy migration (LM).





The
acquisition is expected to be consummated in the last quarter of 2009, after the
required approval by our stockholders and the fulfillment of certain other
conditions, as discussed in the Purchase Agreement.





Results
of Operations





For the
three months ended September 30, 2009, we had net loss of $190,545 derived from
$41,213 of interest income from trust account investment, offset by general and
administrative expenses of $231,758.  For the three months ended September
30, 2008, we had net income of $174,971 derived from $386,522 of interest income
from trust account investment, offset by general administrative of $132,551 and
income tax provision of $79,000.





For the
nine months ended September 30, 2009, we had net loss of $454,383 derived from
$304,742 of interest income from trust account investment, offset by general and
administrative expenses of $759,125.  For the nine months ended September
30, 2008, we had net income of $480,380 derived from $1,211,481 of interest
income from trust account investment, offset by general and administrative
expenses of $494,101 and income tax provision of $237,000.





For the
period from July 3, 2007 (inception) to September 30, 2009, we had net loss of
$248,647 derived from $1,693,067 of interest income from trust account
investment, offset by general and administrative expenses of $1,863,214 and
income tax provision of $78,500.





Financial
Condition and Liquidity





We
consummated our initial public offering of 9,500,000 units on December 12, 2007.
Gross proceeds from our initial public offering were $76,000,000. We paid a
total of $2,280,000 in underwriting discounts and commissions and incurred
$602,705 for costs and expenses related to the offering. An additional
$3,040,000 of underwriting discounts and commissions has been deferred by the
underwriters and placed in our trust account and will be released to the
underwriters only on completion of our initial business combination. After
deducting the underwriting discounts and commissions and the offering expenses,
the total net proceeds, including $2,650,000 from the private sale of warrants
(the “Sponsor’s Warrants”), from the offering were $75,767,295, of which
$75,595,000 was deposited into the trust account. On January 24, 2008, we
consummated the closing of the sale of 232,669 additional units which were sold
subject to the underwriters' over-allotment option.  The 9,732,669 units
sold in the initial public offering, including the 232,669 units sold subject to
the over-allotment option, were sold at an offering price of $8.00 per unit,
generating total gross proceeds of $77,861,352.  Of the gross proceeds of
the offering and the private placement of warrants, $77,400,511 (or
approximately $7.95 per share) was placed in the trust account. The net proceeds
deposited into the trust fund remain on deposit in the trust fund and earned
$1,693,067 in interest through September 30, 2009.  We intend to use
substantially all of the net proceeds of this offering to effect a business
combination. To the extent that our capital stock is used in whole or in part as
consideration to effect a business combination, the proceeds held in the trust
account as well as any other net proceeds not expended will be used to finance
the operations of the target business. We believe we will have sufficient
available funds outside of the trust fund to operate through December 6, 2009,
assuming that a business combination is not consummated during that
time.





We do not
believe we will need to raise additional funds following this offering in order
to meet the expenditures required for operating our business. However, we may
need to raise additional funds through a private offering of debt or equity
securities if such funds are required to consummate a business combination that
is presented to us. We would only consummate such a financing simultaneously
with the consummation of a business combination.





In March
2009, we entered into a lease agreement with SoftForum Co., Ltd., an affiliate
of our Chairman of the Board, for office use. The lease term is two years and
the monthly rent is $5,500 per month.


12


ITEM
3.  QUANTIATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





None




ITEM
4.  CONTROLS AND PROCEDURES





Evaluation of
Disclosure Controls and Procedures – Our Chief Executive Officer and
Chief Financial Officer have reviewed and evaluated the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act
Rules 240.13a-15(e) or 15d-15(e)) as of the end of the period covered by
this report.  Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that as of the end of the period covered
by this report, our disclosure controls are effective in providing him with
timely material information relating to us required to be disclosed in reports
we file or submit under the Exchange Act.





Changes in
Internal Control over Financial Reporting – There has been no change in
our internal control over financial reporting during the period covered by this
report that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.




PART
II.  OTHER INFORMATION




ITEM
1.  LEGAL PROCEEDINGS




None.





ITEM
1A.  RISK FACTORS





There
have been no material changes to the risk factors previously disclosed under
Item 1A of the Company ’ s Annual Report on Form 10-K, filed with the Securities
and Exchange Commission on March 30, 2009 .





ITEM
2:  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





On
December 12, 2007, we closed our initial public offering of 9,500,000 units with
each unit consisting of one share of our common stock and one warrant, each to
purchase one share of our common stock at an exercise price of $5.00 per share.
On January 24, 2008, we consummated the closing of an additional 232,669 units
which were subject to the over-allotment option. The units from the initial
public offering (including the over-allot m ent option) were sold at an offering
price of $8.00 per unit, generating total gross proceeds of $77,861,352. Merrill
Lynch, Pierce, Fenner & Smith Incorporated acted as representative of the
underwriters. The securities sold in the offering were register e d under the
Securities Act of 1933 on a registration statement on Form S-1 (No. 333-145625).
The Securities and Exchange Commission declared the registration statement
effective on December 6, 2007.





We paid a
total of $2,335,841 in underwriting discounts and commissions and incurred
$602,705 for other costs and expenses related to the offering and the
over-allotment option. After deducting the underwriting discounts and
commissions and the offering expenses, the total net proceeds to us from the
offering   and the private sale of sponsors ’ warrants were $77,572,806, of
which $77,400,511 ($75,595,000 on December 12, 2007 and $1,805,511 on January
24, 2008) was deposited into the trust account. The remaining proceeds became
available to be used to provide for business, legal and accounting due diligence
on prospective business combinations and continuing general and administrative
expenses.




For a
description of the use of the proceeds generated in our initial public offering,
see Part I, Item 2 of this Form 10-Q.


13


ITEM
3.  DEFAULTS UPON SENIOR SECURITIES.





None.





ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.




None.





ITEM
5.  OTHER INFORMATION.





None.




ITEM
6:  EXHIBITS





(a)
            Exhibits:




31.1 –
Section 302 Certification by CEO





31.2 –
Section 302 Certification by CFO





32.1 –
Section 906 Certification by CEO





32.2 –
Section 906 Certification by CFO


14


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: 
      November 16, 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)


15