UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
|X| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 2005
|_| Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _____________ to _____________
Commission File Number 000-50682
Tremisis Energy Acquisition Corporation
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 20-0700684
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1775 Broadway, Suite 604, New York, New York 10019
(Address of Principal Executive Office)
(212) 397-1464
(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 |_|
As of August 15, 2005, 7,700,000 shares of common stock, par value $.0001
per share, were issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
Page
----
Part I: Financial Information:
Item I - Financial Statements (Unaudited):
Balance Sheets 3
Statements of Operations 4
Statements of Stockholders' Equity 5
Statements of Cash Flows 6
Summary of Significant Accounting Policies 7
Notes to Financial Statements 8-11
Item 2 - Management's Discussion and Analysis or
Plan of Operation 12
Item 3 - Controls and Procedures 13
Part II. Other Information
Item 2 - Unregistered Sales of Equity Securities and
Use of Proceeds 14
Item 6 - Exhibits 14
Signatures 15
2
Tremisis Energy Acquisition Corporation
(a corporation in the development stage)
Balance Sheets (Unaudited)
================================================================================
June 30, 2005 December 31, 2004
------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash $ 578,330 $ 834,094
U.S. Government Securities held in Trust Fund (Note 2) 33,826,040 33,351,358
Accrued interest receivable held in Trust Fund (Note 2) 18,361
91,170
Prepaid expenses 25,315 22,125
----------- -----------
Total current assets 34,448,046 34,298,747
----------- -----------
Furniture and equipment (net accumulated depreciation of
$2,880 and $1,418) 10,993 6,558
------------------------------------------------------------------------------------------------------
Total assets $34,459,039 $34,305,305
======================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses $ 54,463 $ 26,680
Taxes Payable 64,015 26,000
----------- -----------
Total current liabilities 118,478 52,680
======================================================================================================
Common stock, subject to possible conversion
1,264,368 shares at conversion value (Note 2) 6,765,498 6,685,164
Commitment (Note 4)
Stockholders' equity (Notes 2, 3, 5 and 6)
Preferred stock, $.0001 par value,
authorized 1,000,000 shares; none issued -- --
Common stock, $.0001 par value
Authorized 30,000,000 shares; Issued and
outstanding 7,700,000 shares (which includes
1,264,368 subject to possible conversion) 770 770
Additional paid-in capital 27,421,832 27,502,166
Earnings accumulated during the development stage 152,461 64,525
------------------------------------------------------------------------------------------------------
Total stockholders' equity 27,575,063 27,567,461
------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $34,459,039 $34,305,305
======================================================================================================
See Summary of Significant Accounting Policies and
Notes to Unaudited Financial Statements.
3
Tremisis Energy Acquisition Corporation
(a corporation in the development stage)
Statements of Operations (Unaudited)
================================================================================
For the For the For the Six For the For the Period
Three Three Months Period from from February
Months Months Ended June February 5, 5, 2004
Ended June Ended June 30, 2005 2004 (inception) to
30, 2005 30, 2004 (inception) June 30, 2005
to June 30,
2004
-----------------------------------------------------------------------------------------------------------------------------
Expenses:
General and administrative
expense (Note 4) $ 80,909 $ 61,167 $ 212,123 $ 62,017 $ 376,515
----------- ----------- ----------- ----------- -----------
Operating loss (80,909) (61,167) (212,123) (62,017) (376,515)
Interest Income 223,812 52,666 407,209 52,666 715,241
----------- ----------- ----------- ----------- -----------
Income (loss) before provision for taxes 142,903 (8,501) 195,086 (9,351) 338,726
Provision for taxes (Note 7) (73,850) -- (107,150) -- (186,265)
----------- ----------- ----------- ----------- -----------
Net income (loss) $ 69,053 $ (8,501) $ 87,936 $ (9,351) $ 152,461
----------- ----------- ----------- ----------- -----------
Accretion of Trust Fund relating to
common stock subject to possible
conversion 44,231 10,150 80,334 10,150 140,210
----------- ----------- ----------- ----------- -----------
Net income (loss) attributable to common
stockholders $ 24,822 $ (18,561) $ 7,602 $ (19,501) $ (12,251)
----------- ----------- ----------- ----------- -----------
Basic and diluted income (loss) per share $ 0.00 $ (0.00) $ 0.00 $ (0.01)
==========================================================================================================================
Weighted average common shares outstanding 7,700,000 4,363,776 7,700,000 3,250,690
==========================================================================================================================
See Summary of Significant Accounting Policies and
Notes to Unaudited Financial Statements
4
Tremisis Energy Acquisition Corporation
(a corporation in the development stage)
Statements of Stockholders' Equity (Unaudited)
================================================================================
Earnings
Accumulated
Common Stock Addition During the
------------------------------ paid-in Development
Shares Amount capital Stage Total
----------------------------------------------------------------------------------
Balance, February 5, 2004 (inception) -- $ -- $ -- $ -- $ --
Issuance of common stock to initial
stockholders 1,375,000 137 24,863 -- 25,000
Sale of 6,325,000 units and
underwriters' option, net of
underwriters' discount and
offering expenses (includes
1,264,368 shares subject to
possible conversion) 6,325,000 633 27,537,178 -- 27,537,811
Accretion of Trust Fund relating to
Common stock subject to possible
conversion -- -- (59,875) -- (59,875)
Net income for the period -- -- -- 64,525
64,525
----------------------------------------------------------------------------------
Balance, December 31, 2004 7,700,000 $ 770 $ 27,502,166 $ 64,525 $ 27,567,461
Accretion of Trust Fund relating to
Common stock subject to possible
conversion -- -- (80,334) -- (80,334)
Net income for the six month period
(unaudited) -- -- -- 87,936 87,936
----------------------------------------------------------------------------------
Balance, June 30, 2005 (unaudited) 7,700,000 $ 770 $ 27,421,832 $ 152,461 $ 27,575,063
==================================================================================
See Summary of Significant Accounting Policies and
Notes to Unaudited Financial Statements.
5
Tremisis Energy Acquisition Corporation
(a corporation in the development stage)
Statements of Cash Flows (Unaudited)
================================================================================
For the For the For For the For the
Three Three the Six Period from Period from
Months Months Months February 5, February 5,
Ended June Ended June Ended 2004 2004
30, 2005 30, 2004 June 30, (inception) (inception)
2005 to June 30, to June 30,
2004 2005
------------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities
Net income (loss) for the period $ 69,053 $ (8,501) $ 87,936 $ (9,351) $ 152,461
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation 881 203 1,461 203 2,880
Gain on maturity of U.S.
Government (203,634) -- (474,524) -- (684,165)
securities held in Trust Fund
Change in operating assets and
liabilities:
Increase in prepaid expenses (17,940) (51,625) (3,190) (51,625) (25,315)
(Increase) decrease in accrued
interest receivable (18,361) (50,777) 72,809 (50,777) (18,361)
(Decrease) increase in accrued
expenses (42,334) 80,585 27,783 80,585 54,463
Increase in income tax payable 55,715 -- 38,015 -- 64,015
------------- ------------- ------------- ------------- -------------
Net cash used in operating
activities (156,620) (30,115) (249,710) (30,965) (454,022)
------------- ------------- ------------- ------------- -------------
Cash flows from investing activities
Purchase of U.S. Government Securities
held in Trust Fund (101,268,270) (33,143,000) (134,888,158) (33,143,000) (201,380,875)
Maturity of U.S. Government Securities
held in Trust Fund 101,269,000 -- 134,888,000 -- 168,239,000
(Increase) decrease in deferred --
acquisition costs 15,000 -- -- --
Purchase of furniture and equipment (3,009) (7,976) (5,896) (7,976) (13,873)
------------- ------------- ------------- ------------- -------------
Net cash provided by (used in)
investing activities 12,721 (33,150,976) (6,054) (33,150,976) (33,155,748)
------------- ------------- ------------- ------------- -------------
Cash flows from financing activities
Proceeds from public offering of 6,325,000 -- 34,163,000 -- 34,163,000 34,163,100
units and underwriter option, net
Decrease in deferred registration costs -- 89,885 -- -- --
Proceeds from issuance of common stock to
initial stockholders -- -- -- 25,000 25,000
Proceeds from note payable, stockholder -- 7,500 -- 77,500 77,500
Repayment of note payable, stockholder -- (77,500) -- (77,500) (77,500)
------------- ------------- ------------- ------------- -------------
Net cash provided by financing
activities -- 34,182,885 -- 34,188,000 34,188,100
------------- ------------- ------------- ------------- -------------
Net (decrease) increase in cash (143,899) 1,001,794 (255,764) 1,006,059 578,330
Cash at beginning of period 722,229 4,265 834,094 -- --
------------- ------------- ------------- ------------- -------------
Cash at end of period $ 578,330 $ 1,006,059 578,330 $ 1,006,059 578,330
------------- ------------- ------------- ------------- -------------
Supplemental disclosure of cash flow
information:
Cash paid during the period for income taxes $ 18,300 $ -- $ 69,300 $ -- $ 122,415
Supplemental disclosure of non cash activity:
Accretion of Trust Fund relating to common
stock subject to possible conversion $ 44,231 $ 10,150 $ 80,334 $ 10,150 $ 140,210
===================================================================================================================================
See Summary of Significant Accounting Policies and
Notes to Unaudited Financial Statements.
6
Tremisis Energy Acquisition Corporation
(a corporation in the development stage)
Summary of Significant Accounting Policies
================================================================================
Income taxes The Company follows Statement of Financial Accounting
Standards No. 109("SFAS No. 109"), "Accounting for
Income Taxes" which is an asset and liability approach
that requires the recognition of deferred tax assets
and liabilities for the expected future tax
consequences of events that have been recognized in the
Company's financial statements or tax returns.
Net income per share Net income per share is computed on the basis of the
weighted average number of common shares outstanding
during the period, including common stock equivalents
(unless anti-dilutive) which would arise from the
exercise of stock warrants.
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 report
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.
Reclassifications Certain items have been reclassified from prior periods
to conform with current period presentation.
7
Tremisis Energy Acquisition Corporation
(a corporation in the development stage)
Notes to Unaudited Financial Statements
================================================================================
1. Basis of Presentation The accompanying financial statements are unaudited
and have been prepared in accordance with accounting
principles generally accepted in the United States
of America for interim financial information and
with instructions to Form 10-QSB. Accordingly,
certain information and footnote disclosures
normally included in financial statements prepared
in accordance with accounting principles generally
accepted in the United States of America have been
omitted pursuant to such rules and regulations.
These financial statements should be read in
conjunction with the financial statements that were
included in the Company's Annual Report on Form
10-KSB for the period ended December 31, 2004.
In the opinion of management, all adjustments
(consisting of normal accruals) have been made that
are necessary to present fairly the financial
position of Tremisis Energy Acquisition Corporation
(the "Company"). Operating results for the interim
period presented are not necessarily indicative of
the results to be expected for a full year.
2. Organization and
Business Operations The Company was incorporated in February 5, 2004 as
a blank check company whose objective is to acquire
an operating business in either the energy or the
environmental industry and their related
infrastructures.
The registration statement for the Company's initial
public offering ("Offering") was declared effective
May 13, 2004. The Company consummated the offering
on May 18, 2004 and received net proceeds of
approximately $34,163,100 (Note 3). The Company's
management has broad discretion with respect to the
specific application of the net proceeds of this
Offering, 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 in the energy
and environmental industry and their related
infrastructures ("Business Combination"). At June
30, 2005 an amount of $33,844,401 (which includes
accrued interest of $18,361) is being held in an
interest-bearing trust account ("Trust Fund") until
the earlier of (i) the consummation of its first
Business Combination or (ii) liquidation of the
Company. Under the agreement governing the Trust
Fund, funds will only be invested in United States
government securities (Treasury Bills) with a
maturity of 180 days or less. The remaining net
proceeds may be used to pay for business, legal and
accounting due diligence on prospective acquisitions
and continuing general and administrative expenses.
8
Tremisis Energy Acquisition Corporation
(a corporation in the development stage)
Notes to Unaudited Financial Statements
================================================================================
The Company, after signing a definitive agreement
for the acquisition of a target business, will
submit such transaction for stockholder approval. In
the event that stockholders owning 20% or more of
the shares sold in the Offering, vote against the
Business Combination and exercise the conversion
rights described below, the Business Combination
will not be consummated. All of the Company's
stockholders prior to the Offering, including all of
the officers and directors of the Company ("Initial
Stockholders"), have agreed to vote their 1,375,000
founding shares of common stock in accordance with
the vote of the majority in interest of all other
stockholders of the Company ("Public Stockholders")
with respect to the Business Combination. After
consummation of the Business Combination, all of
these voting safeguards will no longer be
applicable.
With respect to a Business Combination which is
approved and consummated, any Public Stockholder who
voted against the Business Combination may demand
that the Company convert his or her shares. The per
share conversion price will equal the amount in the
Trust Fund as of the record date for determination
of stockholders entitled to vote on the Business
Combination divided by the number of shares of
common stock held by Public Stockholders at the
consummation of the Offering. Accordingly, Public
Stockholders holding 19.99% of the aggregate number
of shares owned by all Public Stockholders may seek
conversion of their shares in the event of a
Business Combination. Such Public Stockholders are
entitled to receive their per share interest in the
Trust Fund computed without regard to the shares
held by Initial Stockholders. In this respect,
$6,765,498 and $6,685,164 (which includes accretion
of Trust Fund) has been classified as common stock
subject to possible conversion at June 30, 2005 and
December 31, 2004, respectively.
The Company's Certificate of Incorporation provides
for mandatory liquidation of the Company in the
event that the Company does not consummate a
Business Combination within 18 months from the date
of the consummation of the Offering (such date would
be November 18, 2005), or 24 months from the
consummation of the Offering (such date would be May
18, 2005) if certain extension criteria have been
satisfied. 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
discussed in Note 3).
9
Tremisis Energy Acquisition Corporation
(a corporation in the development stage)
Notes to Unaudited Financial Statements
================================================================================
3. Offering On May 18, 2004, the Company sold 6,325,000 units
("Units") in the Offering including an additional
825,000 Units pursuant to the underwriters'
over-allotment option. Each Unit consists of one
share of the Company's common stock, $.0001 par
value, and two Redeemable Common Stock Purchase
Warrants ("Warrants"). Each Warrant will entitle the
holder to purchase from the Company one share of
common stock at an exercise price of $5.00
commencing the later of the completion of a Business
Combination with a target business or one year from
the effective date of the Offering and expiring five
years from the date of the prospectus. The Warrants
will be redeemable at a price of $.01 per Warrant
upon 30 days' notice after the Warrants become
exercisable, only in the event that the last sale
price of the common stock is at least $8.50 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
connection with this Offering, the Company issued,
for $100, an option to the representative of the
underwriters to purchase 275,000 Units at an
exercise price of $9.90 per Unit. In addition, the
warrants underlying such Units are exercisable at
$6.25 per share.
4 Commitment The Company presently occupies office space provided
by and affiliate of an initial stockholder. Such
affiliate has agreed that, until the acquisition of
a target business by the Company, 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.
The Company pays such affiliate $3,500 per month for
such services commencing on May 18, 2004, the
effective date of the Offering. Included in general
and administrative such services are $10,500 and
$7,000 for the three month periods ended June 30,
2005 and 2004 respectively, $21,000 and $7,000 for
the six month periods ended June 30, 2005 an 2004,
respectively and $49,000 for the period from
February 5, 2004 (inception) to June 30, 2005.
5 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.
6 Common Stock The Company's Board of Directors authorized a
1.666666 to one forward stock split of its common
stock on March 10, 2004, a 1.1428571 to one forward
stock split of its common stock on April 16, 2004
and a 1.375 to one forward stock split of its common
stock on April 23, 2004. All references in the
accompanying financial
10
Tremisis Energy Acquisition Corporation
(a corporation in the development stage)
Notes to Unaudited Financial Statements
================================================================================
statements to the numbers of shares have been
retroactively restated to reflect the transaction.
As of June 30, 2005, 13,475,000 shares of common
stock were reserved for issuance upon exercise of
redeemable warrants and underwriters' unit purchase
option.
7 Provision for Taxes Provision for taxes consists of:
For the Period from
For the Three For the six February 5, 2004
Months ended Months ended (inception) to
June 30, 2005 June 30, 2005 June 30, 2005
------------- ------------- -------------------
Current
Federal $ 41,959 $ 52,459 $ 85,459
State and local 31,891 54,691 100,806
-------- -------- --------
$ 73,850 $107,150 $186,265
-------- -------- --------
The effective tax rate exceeds statutory rates
primarily due to state and local taxes which are
calculated as a percentage of capital.
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.
Plan of Operations
We were formed on February 5, 2004 to serve as a vehicle to effect a
merger, capital stock exchange, asset acquisition or other similar business
combination with a company in the either of the energy or environmental
industries and their related infrastructures. 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.
Net income for the three months ended June 30, 2005 consisted Interest
income of $223,812 reduced by $10,500 for a monthly administrative services
agreement, $24,052 for professional fees, $14,647 for officer liability
insurance, $11,732 for travel, meals and entertainment expenses, $7,788 for
franchise fees, $73,850 for taxes and $12,190 for other expenses.
Net income for the three months ended June 30, 2004 consisted Interest
income of $52,666 reduced by $7,000 for a monthly administrative services
agreement, $1,125 for professional fees, $7,375 for officer liability insurance,
$5,564 for travel, meals and entertainment expenses and $40,103 for other
expenses.
Net income for the six months ended June 30, 2005 consisted Interest
income of $407,209 reduced by $21,000 for a monthly administrative services
agreement, $62,031 for professional fees, $29,397 for officer liability
insurance, $66,387 for travel, meals and entertainment expenses, $15,282 for
franchise fees, $107,150 for taxes and $18,026 for other expenses.
Net income for the period from February 5, 2004 (inception) to June 30,
2004 consisted Interest income of $52,666 reduced by $7,000 for a monthly
administrative services agreement, $1,125 for professional fees, $7,375 for
officer liability insurance, $5,564 for travel, meals and entertainment expenses
and $40,953 for other expenses
Net income for the period from February 5, 2004 (inception) to June 30,
2005 consisted of Interest income of $715,241 reduced by $49,000 for a monthly
administrative services agreement, $81,517 for professional fees, $66,272 for
officer liability insurance, $71,816 for travel, meals and entertainment
expenses, $38,282 for franchise fees, $186,265 for taxes and $69,628 for other
expenses.
We consummated our initial public offering on May 18, 2004. Gross proceeds
from our initial public offering, including the full exercise of the
underwriters' over-allotment option, were $37,950,100. After deducting offering
expenses of $1,510,000 including $990,000 evidencing the underwriters'
non-accountable expense allowance of 3% of the gross proceeds, and underwriting
discounts of $2,277,000, net proceeds were $34,163,100. $33,844,401 (which
includes accrued interest of $18,361) is currently held in trust and the
remaining proceeds are available to be used to provide for business, legal and
accounting due diligence on prospective acquisitions and continuing general and
administrative expenses. We will use substantially all of the net proceeds of
this offering to acquire a target business, including identifying and
12
evaluating prospective acquisition candidates, selecting the target business,
and structuring, negotiating and consummating the 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 fund as well as
any other net proceeds not expended will be used to finance the operations of
the target business. We believe that we have sufficient available funds outside
of the trust fund to operate through May 18, 2006, assuming that a business
combination is not consummated during that time. Over this time period, we
anticipate approximately $180,000 of expenses for legal, accounting and other
expenses related to the due diligence investigations, structuring and
negotiating of a business combination, $84,000 for the administrative fee
payable to First Americas Management LLC ($3,500 per month for two years),
$50,000 of expenses for the due diligence and investigation of a target
business, $40,000 of expenses in legal and accounting fees relating to our SEC
reporting obligations and $666,000 for general working capital that will be used
for miscellaneous expenses and reserves, including approximately $60,000 for
director and officer liability insurance premiums. 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 fund raising simultaneously with the
consummation of a business combination.
We are obligated to pay to First Americas Management LLC, an affiliate of
Isaac Kier, our secretary, treasurer and a member of our board of directors, a
monthly fee of $3,500 for general and administrative services. Through June 30,
2005, an aggregate of $49,000 has been paid for such services. In addition, in
February and April 2004, Lawrence S. Coben advanced an aggregate of $77,500 to
us, on a non-interest bearing basis, for payment of offering expenses on our
behalf. This amount was repaid in May 2004 out of proceeds of our initial public
offering.
ITEM 3. CONTROLS AND PROCEDURES.
An evaluation of the effectiveness of our disclosure controls and
procedures as of June 30, 2005 was made under the supervision and with the
participation of our management, including chief executive officer and
treasurer. Based on that evaluation, he concluded that our disclosure controls
and procedures are effective as of the end of the period covered by this report
to ensure that information required to be disclosed by us in reports that we
file or submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. During the most recently completed fiscal
quarter, there has been no significant change in our internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
13
PART II.
OTHER INFORMATION
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On May 18, 2004, we closed our initial public offering of 6,325,000 Units,
including 825,000 Units issued upon exercise of the underwriters' over-allotment
option, with each unit consisting of one share of our common stock and two
warrants, each to purchase one share of our common stock at an exercise price of
$5.00 per share. The Units were sold at an offering price of $6.00 per Unit,
generating gross proceeds of 37,950,100. The representative of the underwriters
in the offering was EarlyBirdCapital, Inc. The securities sold in the offering
were registered under the Securities Act of 1933 on a registration statement on
Form S-1 (No. 333-113583). The Securities and Exchange Commission declared the
registration statement effective on May 12, 2004.
We paid a total of $2,277,000 in underwriting discounts and commissions,
and $1,510,000 for costs and expenses related to the offering, including
$990,000 for the underwriters' non-accountable expense allowance of 3% of the
gross proceeds.
After deducting the underwriting discounts and commissions and the
offering expenses, the total net proceeds to us from the offering were
$34,163,100, of which $33,143,000 was deposited into a trust fund and the
remaining proceeds are to be used to provide for business, legal and accounting
due diligence on prospective business combinations and continuing general and
administrative expenses. Through June 30, 2005, we have used approximately
$454,000 of cash for operating expenses and $77,500 to repay advances made to us
by one of our initial stockholders.
ITEM 6: EXHIBITS
(a) Exhibits:
31.1 - Section 302 Certification by CEO
31.2 - Section 302 Certification by Treasurer
32.1 - Section 906 Certification by CEO
32.2 - Section 906 Certification by Treasurer
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
Dated: August 15, 2005
/s/ Lawrence S. Coben
-------------------------------
Lawrence S. Coben
Chairman of the Board and
Chief Executive Officer
/s/ Isaac Kier
-------------------------------
Isaac Kier
Treasurer
15