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 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 May
10, 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










PART
1. FINANCIAL INFORMATION
 Item
1. Financial Statements
 
 Tremisis
Energy Acquisition Corporation II
 (a
corporation in the development stage)
 
 Condensed
Balance Sheets


March
      31, 2009
              (Unaudited)
            
            
            December
      31, 2008ASSETSCash
            
            $
            307,983
            
            
            $
            20,139Cash
      equivalents held in trust
            
            
            77,241,271
            
            
            
            77,652,972Interest
      receivable on cash equivalents held in trust
            
            
            -
            
            
            
            15,099Income
      tax receivable
            
            
            157,500
            
            
            
            157,500Prepaid
      expenses
            
            
            45,699
            
            
            
            62,949Total
      current assets
            
            
            77,752,453
            
            
            
            77,908,659Equipment,
      net
            
            
            3,555
            
            
            
            3,555Total
      assets
            
            $
            77,756,008
            
            
            $
            77,912,214LIABILITIES
      AND STOCKHOLDERS’ EQUITYAccrued
      expenses
            
            $
            91,496
            
            
            $
            108,648Income
      and franchise taxes payable
            
            
            18,000
            
            
            
            -Deferred
      underwriting fee
            
            
            3,114,454
            
            
            
            3,114,454Total
      current liabilities
            
            
            3,223,950
            
            
            
            3,223,102Common
      stock subject to possible conversion (2,918,827 and 2,918,827 shares at
      conversion value, respectively)
            
            
            23,655,111
            
            
            
            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
            
            
            50,827,339
            
            
            
            50,853,670Retained
      earnings
            
            
            48,683
            
            
            
            205,737Total
      stockholders’ equity
            
            
            50,876,947
            
            
            
            51,060,332Total
      liabilities and stockholders’ equity
            
            $
            77,756,008
            
            
            $
            77,912,214




See
notes to unaudited condensed financial statements.




3




TremisisEnergy Acquisition Corporation II
 (a corporationin the development stage)
 
 UnauditedCondensed Statements of Operations


Three
      Months Ended March 31,
            
            
            Period
      From July 3, 2007 (Inception)
              to
      March 31,2009
            
            
            2008
            
            
            2009Interest
      income
            
            $
            87,800
            
            
            $
            496,443
            
            
            $
            1,476,125General
      and administrative expenses
            
            
            244,854
            
            
            
            193,397
            
            
            
            1,348,942Income
      before provision for income taxes
            
            
            (157,054
            )
            
            
            303,046
            
            
            
            127,183Provision
      for income taxes
            
            
            -
            
            
            
            108,000
            
            
            
            78,500Net
      income (loss) for the period
            
            
            (157,054
            )
            
            
            195,046
            
            
            
            48,683Accretion
      of trust accounting relating to common stock subject to possible
      conversion
            
            
            (26,331
            )
            
            
            (149,883
            )
            
            
            (442,691
            )Net
      income (loss) attributable to common stockholders
            
            $
            (183,385
            )
            
            $
            45,163
            
            
            $
            (394,008
            )Weighted
      average number of shares outstandingBasic
      and diluted
            
            
            9,247,010
            
            
            
            9,205,839
            
            
            
            7,505,871Net
      income (loss) per share – basic and diluted
            
            $
            (0.02
            )
            
            $
            0.00
            
            
            $
            (0.05
            )Number
      of shares outstanding subject to possible conversion – basic and
      diluted
            
            
            2,918,827
            
            
            
            2,918,827
            
            
            
            2,918,827Net
      income per share subject to possible conversion – basic and
      diluted
            
            $
            0.01
            
            
            $
            0.05
            
            
            $
            0.15




See
notes to unaudited condensed financial statements.




4




Tremisis EnergyAcquisition Corporation II
 (a corporationin the development stage)
 
 Unaudited Condensed Statements of Cash Flows


Three
      Months Ended March 31,
            
            
            Period
      From July 3, 2007 (Inception)
              to
      March 31,2009
            
            
            2008
            
            
            2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
            
            $
            (157,054
            )
            
            $
            195,046
            
            
            $
            48,683Depreciation
            
            
            -
            
            
            
            -
            
            
            
            470Adjustments
      to reconcile net income to net cash provided by (used in) operating
      activities:Interest
      receivable
            
            
            15,099
            
            
            
            33,047
            
            
            
            -Income
      tax receivable
            
            
            -
            
            
            
            -
            
            
            
            (157,500
            )Prepaid
      expenses
            
            
            17,250
            
            
            
            42,248
            
            
            
            (45,699
            )Accrued
      expenses
            
            
            (17,152
            )
            
            
            105,296
            
            
            
            91,496Income
      and franchise taxes payable
            
            
            18,000
            
            
            
            75,946
            
            
            
            18,000Net
      cash provided by (used in) operating activities
            
            
            (123,857
            )
            
            
            451,583
            
            
            
            (44,550
            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Cash
      equivalents held in trust
            
            
            411,701
            
            
            
            (2,335,024
            )
            
            
            (77,241,271
            )Purchase
      of equipment
            
            
            -
            
            
            
            -
            
            
            
            (4,025
            )Net
      cash provided by (used in) investing activities
            
            
            411,701
            
            
            
            (2,335,024
            )
            
            
            (77,245,296
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of shares of common stock to initial
      stockholders
            
            
            -
            
            
            
            -
            
            
            
            25,000Net
      proceeds from issuance of shares 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
            
            
            287,844
            
            
            
            (90,787
            )
            
            
            307,983Cash
      at beginning of period
            
            
            20,139
            
            
            
            101,836
            
            
            
            -Cash
      at end of period
            
            $
            307,983
            
            
            $
            11,049
            
            
            $
            307,983Supplemental
      disclosures of cash flow information:Interest
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes paid
            
            $
            -
            
            
            $
            24,000
            
            
            $
            236,000Supplemental
      disclosures of non-cash financing activities:Deferred
      underwriting fee
            
            $
            -
            
            
            $
            74,454
            
            
            $
            3,114,454Accrued
      registration fee
            
            $
            -
            
            
            
            
            
            
            $
            12,880Accretion
      of trust accounting relating to common stock subject to possible
      conversion
            
            $
            26,331
            
            
            $
            149,883
            
            
            $
            442,691




See
notes to unaudited condensed financial statements.




5




Tremisis
Energy Acquisition Corporation II
 (a corporation in the
development stage)
 
 Notes to UnauditedCondensed 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 March
31, 2009, the Company had not yet commenced any operations.  All
activity from July 3, 2007 (date of inception) to March 31, 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 UnauditedCondensed 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
$442,691 (representing 29.99% of interest earned on the trust account)
aggregating $23,655,111 has been classified as common stock, subject to possible
conversion on the accompanying balance sheet as of March 31,
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 Note3) 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 March 31, 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 UnauditedCondensed 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 March 31, 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.





The
Company adopted SFAS No. 157, Fair Value Measurements, for financial assets
and financial liabilities in the first quarter of fiscal 2008, which did not
have a material impact on the Company’s interim unaudited condensed consolidated
financial statements. The Company adopted SFAS No. 157, Fair Value
Measurements, for nonfinancial assets and nonfinancial liabilities measured on a
nonrecurring basis in the first quarter of fiscal 2009, and such adoption did
not have a material impact on the Company’s interim unaudited condensed
consolidated financial statements.





8


Tremisis Energy Acquisition Corporation II
 (a
corporationin the development stage)
 
 Notes to UnauditedCondensed 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.





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 UnauditedCondensed Financial Statements


NOTE
4 - Income Taxes





The
provision for income taxes consists of the following:





Three
      Months Ended March 31,
            
            
            Period
      From July 3, 2007 (Inception)
              to
      March 31,2009
            
            
            2008
            
            
            2009Federal
      income tax – current
            
            $
            -
            
            
            $
            108,000
            
            
            $
            78,500Delaware
      franchise taxes
            
            $
            18,500
            
            
            $
            18,000
            
            
            $
            102,054





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 ended March 31,
2009, an amount of $6,342 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 UnauditedCondensed 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 the Trust Account 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.





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.





Results
of Operations





For the
three months ended March 31, 2009, we had net loss of $157,054 derived from
$87,800 of interest income from trust account investment and $244,854 in general
and administrative expenses.  For the three months ended March 31,
2008, we had net income of $195,046 derived from $496,443 of interest income
from trust account investment and $175,415 in general and administrative
expenses and income tax provision of $108,000.





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 $1,476,125 in interest through March 31, 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 and
Financial Officer has 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 and Financial Officer has 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 onMarch 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
ofour 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-allotment 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 registered 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 discountsand
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 offeringand 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 forbusiness, 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.





On May
14, 2009, our Audit Committee (“Committee”) approved the engagement of BDO
Daejoo, LLP (South Korea) (“BDO Daejoo”) as the principal accountant to audit
our financial statements.  BDO Daejoo is a member firm of BDO
International and BDO Seidman LLP (“BDO Seidman”), our previous accountant, was
also a member firm of BDO International.
 
 BDO
Seidman’s report on the financial statements for the year ended December 31,
2008 and for the period from July 3, 2007 (inception) to December 31, 2007 did
not contain an adverse opinion or a disclaimer of opinion, and was not qualified
or modified as to uncertainty, audit scope, or accounting principles except with
respect to our ability to continue as a going concern.
 
 During
the two most recent fiscal years and through the date of this report, there were
no disagreements with BDO Seidman on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of BDO Seidman, would have
caused BDO Seidman to make reference to the subject matter of the disagreements
in connection with its report.
 
 During
the two most recent fiscal years and through the date of this report, there were
no “reportable events” (as described in paragraph 304(a)(1)(v) of Regulation
S-K).
 
 We have
requested that BDO Seidman furnish us with a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with the statements in
this Item 5.  A copy of the letter to be furnished by BDO Seidman in
response to that request will be filed as soon as it is received.
 
 During
the two most recent fiscal years and the interim period preceding the engagement
of BDO Daejoo, we did not consult BDO Daejoo regarding either: (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
our financial statements, and either a written report was provided to us or oral
advice was provided that BDO Daejoo concluded was an important factor considered
by us in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was the subject of a disagreement or a
“reportable event” (as described in paragraph 304(a)(1)(v) of Regulation
S-K).




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




*
            To
      be filed by amendment




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:  May
      15, 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