- Amended Quarterly Report (10-Q/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Mark One)

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

For the quarterly period ended March 31, 2009

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

For the transition period from _____________ to _____________

Commission File Number 001-33814

Tremisis Energy Acquisition Corporation II

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

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

545-7 Dogok-Dong

SoftForum B/D, 7th Floor

Gangnam-Gu, Seoul, South Korea 135-270

(Address of Principal Executive Office)

(82)(2) 575-0466

(Issuer’s Telephone Number, Including Area Code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

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

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer ¨		Smaller reporting company ý
(Do not check if smaller reporting company)

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

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

Explanatory Note

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

ITEM 6: EXHIBITS

(a)

Exhibits:

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

31.1 – Section 302 Certification by CEO

31.2 – Section 906 Certification by CFO

32.1 – Section 302 Certification by CEO

32.2 – Section 906 Certification by CFO

SIGNATURES

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

	TREMISIS ENERGY ACQUISITION CORPORATION II

Dated: August 12, 2009
	/s/ Sang-Chul Kim
	Sang-Chul Kim
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

	/s/ Yeon-su Kim
	Yeon-su Kim
	Chief Financial Officer and Secretary
	(Principal Financial and Accounting Officer)