10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: June 30, 2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from                      to                     

Commission file number 000-54206

L&L ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	27-3109518
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

265 Franklin Street, 20^th Floor, Boston, MA 02110
(Address of Principal Executive Offices, Including Zip Code)

(617) 330-7755
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

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.

Large Accelerated Filer o	Accelerated Filer o	Non-Accelerated Filer o	Smaller reporting company þ
		(Do not check if a 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 þ No o

As of August 12, 2011, the registrant had 5,000,000 shares of common stock, par value $0.0001 per share, outstanding.

L&L Acquisition Corp. and Subsidiary
(a development stage company)

Form 10-Q
For the Quarterly Period Ended June 30, 2011

TABLE OF CONTENTS

	Page No.
PART I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)		3
Condensed Consolidated Balance Sheets		3
Condensed Consolidated Statements of Operations		4
Condensed Consolidated Statements of Changes in Stockholders’ Equity		5
Condensed Consolidated Statements of Cash Flows		6
Notes to Condensed Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3. Quantitative and Qualitative Disclosures About Market Risk		19
Item 4. Controls and Procedures		19
PART II: OTHER INFORMATION
Item 1. Legal Proceedings		20
Item 1A. Risk Factors		20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 3. Defaults Upon Senior Securities		20
Item 5. Other Information		20
Item 6. Exhibits		20
SIGNATURES		21
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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PART I— FINANCIAL INFORMATION

Item 1. Financial Statements.

L&L Acquisition Corp. and Subsidiary
(a development stage company)

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2011			2010
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	276,509		$	815,026
Investments held in Trust Account		40,421,824			40,404,326
Prepaid expenses		56,348			84,187
Total assets	$	40,754,681		$	41,303,539
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	104,024		$	198,300
Franchise taxes payable		82,526			18,735
Total current liabilities		186,550			217,035
Deferred underwriting compensation		331,300			331,300
Deferred legal fees relating to the offering		100,000			100,000
Due to Sponsor		—			260,000
Total liabilities		617,850			908,335
Common stock subject to possible redemption, 3,480,000 shares (at redemption value)		35,148,000			35,148,000
Common stock, $.0001 par value, 100,000,000 shares authorized; 5,000,000 shares issued and outstanding at June 30, 2011 and 5,150,000 shares issued and outstanding at December 31, 2010 (includes 3,480,000 shares subject to possible redemption)		500			515
Additional paid-in capital		5,404,734			5,404,719
Deficit accumulated during development stage		(416,403	)		(158,030	)
Total stockholders’ equity		4,988,831			5,247,204
Total liabilities and stockholders’ equity	$	40,754,681		$	41,303,539

See accompanying notes to condensed consolidated financial statements.

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L & L Acquisition Corp. and
Subsidiary (a development stage company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

							Period from
	Three months			Six months			July 26, 2010
	ended			ended			(inception) through
	June 30, 2011			June 30, 2011			June 30, 2011
Revenue	$	—		$	—		$	—
General and administrative expenses		81,725			276,133			438,544
Loss from operations		(81,725	)		(276,133	)		(438,544	)
Interest and dividend income		5,605			17,760			22,141
Loss before provision for income taxes		(76,120	)		(258,373	)		(416,403	)
Provision for income taxes		—			—			—
Net loss attributable to common shares outstanding	$	(76,120	)	$	(258,373	)	$	(416,403	)
Weighted average number of common shares outstanding — basic and diluted		5,000,000			5,005,801			3,704,845
Net loss per share outstanding — basic and diluted	$	(0.02	)	$	(0.05	)	$	(0.11	)
Two Class Method:
Weighted average number of common shares outstanding subject to possible redemption		3,480,000			3,480,000			2,203,314
Net loss per common share outstanding subject to possible redemption	$	0.00		$	0.00		$	0.00
Weighted average number of common shares outstanding, excluding shares subject to possible redemption — basic and diluted		1,520,000			1,525,801			1,501,531
Net loss per common share outstanding subject to possible redemption - basic and diluted	$	(0.05	)	$	(0.17	)	$	(0.28	)

See accompanying notes to condensed consolidated financial statements.

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L & L Acquisition Corp. and Subsidiary
(a development stage company)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

										Deficit
										Accumulated
	Common Stock						Additional			During			Total
				Amount			Paid-in			Development			Stockholders’
	Shares			$.0001 par			Capital			Stage			Equity
Sale of common stock issued to initial stockholders on July 28, 2010 at $.017 per share		1,437,500		$	144		$	24,856		$	—		$	25,000
Forfeiture of common stock issued to initial stockholders on November 22, 2010		(287,500	)		(29	)		29
Sale of 4,000,000 units, net of underwriters’ discount and offering expenses (including 3,480,000 shares subject to possible redemption)		4,000,000			400			38,247,834						38,248,234
Net proceeds subject to possible redemption of 3,480,000 shares								(35,148,000	)					(35,148,000	)
Sale of private placement warrants								2,280,000						2,280,000
Net loss attributable to common shares		—			—			—			(158,030	)		(158,030	)
Balance, December 31, 2010 (audited)		5,150,000			515			5,404,719			(158,030	)		5,247,204
Forfeiture on January 8, 2011 of common stock issued to initial stockholders		(150,000	)		(15	)		15
Net loss attributable to common shares		—			—			—			(258,373	)		(258,373	)
Balance, June 30, 2011 (unaudited)		5,000,000		$	500		$	5,404,734		$	(416,403	)	$	4,988,831

See accompanying notes to condensed consolidated financial statements.

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L & L Acquisition Corp. and Subsidiary
(a development stage company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

				Period from
	Six months			July 26, 2010
	ended			(inception) through
	June 30, 2011			June 30, 2011
Cash Flows from Operating Activities
Net loss	$	(258,373	)	$	(416,403	)
Adjustments to reconcile net loss to net cash used in operating activities:
Dividend income earned on investments held in Trust Account		(17,498	)		(21,824	)
Change in operating assets and liabilities
(Increase) decrease in prepaid expenses		27,839			(56,348	)
Decrease in accrued expenses and other liabilities		(94,276	)		(24,408	)
Increase in franchise taxes payable		63,791			82,526
Net cash used in operating activities		(278,517	)		(436,457	)
Cash Flows from Investing Activities
Cash held in Trust Account		—			(40,400,000	)
Cash Flows from Financing Activities
Proceeds from notes payable, stockholders		—			75,000
Payments of notes payable, stockholders		—			(75,000	)
Proceeds from issuance of common stock to initial stockholders		—			25,000
Proceeds from public offering		—			40,000,000
Proceeds from issuance of warrants		—			2,280,000
Payment of offering costs		—			(1,192,034	)
Advance from Sponsor		—			260,000
Repayment of advance from Sponsor		(260,000	)		(260,000	)
Net cash provided by (used in) financing activities		(260,000	)		41,112,966
Net increase (decrease) in cash		(538,517	)		276,509
Cash and cash equivalents at beginning of the period		815,026			—
Cash and cash equivalents at end of the period	$	276,509		$	276,509
Supplemental schedule of non-cash financial activities:
Accrual for offering costs and other expenses				$	128,432
Deferred underwriters’ compensation				$	331,300
Deferred legal fees related to the offering				$	100,000

See accompanying notes to condensed consolidated financial statements.

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L&L Acquisition Corp. and Subsidiary
(a development stage company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Organization and Business Operations

L&L Acquisition Corp. and Subsidiary (collectively, the “Company”), a corporation in the development stage, was incorporated in the state of Delaware on July 26, 2010. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets (a “Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date with the exception of interest and dividend income. The Company is considered to be in the development stage as defined in the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification, or ASC 915, “Development Stage Entities,” and is subject to the risks associated with activities of development stage companies. The Company has selected December 31 as its fiscal year end.

At June 30, 2011, the Company had not commenced any operations. All activity through June 30, 2011 relates to the Company’s formation and initial public offering (the “Offering”) described below and the identification of a suitable Business Combination candidate.

The registration statement for the Offering was declared effective on November 23, 2010. The Company consummated the Offering on November 29, 2010 and received net proceeds of $38,248,234, before deducting deferred underwriting compensation of $1,000,000 and includes $200,000 received for the purchase of 266,667 warrants by the underwriters. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a 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 private placement of warrants, $40,400,000 was placed in a trust account (“Trust Account”) and invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “1940 Act”) with a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the 1940 Act, until the earlier of (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below.

The Company, after signing a definitive agreement for the acquisition of one or more target businesses or assets, will not submit the transaction for stockholder approval, unless otherwise required by law. The Company will proceed with a Business Combination if it is approved by its board of directors. In the event that the Company is required to seek stockholder approval in connection with its initial Business Combination, it will proceed with a Business Combination if a majority of the outstanding shares of common stock voted are voted in favor of a Business Combination. In connection with such a vote, if a Business Combination is approved and completed, stockholders that vote against a Business Combination and elect to put their shares of common stock back to the Company

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for cash will be entitled to receive their pro-rata portion of the Trust Account as follows: (i) public stockholders voting against a Business Combination and electing to put shares of common stock to the Company shall be entitled to receive a per share pro-rata portion of the Trust Account excluding interest and net of franchise and income taxes payable and (ii) public stockholders voting in favor of a Business Combination and electing to put shares of common stock to the Company shall be entitled to receive a per share pro-rata portion of the Trust Account together with interest thereon but net of franchise and income taxes payable. These shares of common stock were recorded at a fair value and classified as temporary equity upon the completion of the Offering, in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” John L. Shermyen, LLM Structured Equity Fund L.P., and LLM Investors L.P. (the “Sponsors”) and John A. Svahn, E. David Hetz, Alan W. Pettis, William A. Landman, Diane M. Daych, Mitchell Eisenberg, M.D. and Alan R. Hoops (collectively with the Sponsors, the “initial stockholders”) have agreed, in the event the Company is required to seek stockholder approval of a Business Combination, to vote their initial shares in accordance with the majority of the votes cast by the public stockholders and to vote any public shares purchased during or after the offering in favor of a Business Combination. The initial stockholders have also agreed to vote shares of common stock acquired by them in the Offering or in the aftermarket in favor of a Business Combination submitted to the Company’s stockholders for approval.

The Company’s Sponsors, officers and directors have agreed that the Company will only have 18 months from November 23, 2010, the date of the closing for the Offering, to consummate a Business Combination. If the Company does not consummate a Business Combination within such 18 month period, it shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but not more than two business days thereafter, redeem 100% of its public shares for cash equal to their pro-rata share of the aggregate amount then on deposit in the Trust Account (including interest), less franchise and income taxes payable, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of income taxes that were paid from the Trust Account which is received after the redemption shall be distributed to the former public stockholders, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders have waived their rights to participate in any redemption with respect to their initial shares. However, the initial stockholders acquired shares of common stock in the Offering, entitling them to a pro-rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not consummate a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Offering price per unit in the Offering.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully complete a Business Combination by May 23, 2012. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern and is required to liquidate.

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2. Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements as of June 30, 2011, the results of operations and cash flows for the period from July 26, 2010 (inception) through June 30, 2011, have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements of the Company. In the opinion of management, all adjustments necessary for a fair presentation have been included and are of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for any other interim period or for the full year.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the period ended December 31, 2010 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2011. The December 31, 2010 balance sheet and the changes in stockholders’ equity through December 31, 2010 have been derived from those audited financial statements. The accounting policies used in preparing these unaudited condensed consolidated financial statements are consistent with those derived in the December 31, 2010 audited financial statements.

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of L&L Acquisition Corp. and its wholly-owned subsidiary, L&L Acquisition Securities Corp. (“Subsidiary”). All significant intercompany balances and transactions have been eliminated in consolidation.

Development Stage Company

The Company complies with the reporting requirements of FASB ASC 915. At June 30, 2011, the Company has not commenced any operations nor generated revenue. All activity through June 30, 2011 relates to the Company’s formation and the initial public offering and the identification of a suitable Business Combination candidate. The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. The Company has generated non-operating income in the form of interest and dividend income on the designated Trust Account since the Offering.

Net Loss Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. At June 30, 2011, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period. The Company’s statements of operations include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted amount for the maximum number of shares subject to possible redemption is calculated by dividing the income, net of applicable income taxes and franchise taxes, attributable to common shares subject to redemption by the weighted average number of common shares subject to possible redemption.

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to material risks on such accounts.

Investments held in the Trust Account

The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination.

As of June 30, 2011, investment securities in the Company’s Trust Account consist of $40,420,904 in U.S. government treasury bills with a maturity of 180 days or less and another $920 invested in a money market mutual fund that meets the conditions of Rule 2a-7 of the 1940 Act.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature.

Redeemable common stock

The Company accounts for redeemable common stock that is redeemable for cash or other assets, by classifying it outside of permanent equity if it is redeemable at the option of the holder. In addition, the amount of common stock subject to redemption is classified outside of permanent equity to the extent that such redemption does not cause a liquidation event.

Accordingly, 3,480,000 shares of common stock have been classified outside of permanent equity at redemption value. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of common stock subject to redemption equal its redemption value at the end of each reporting period.

Cash and cash equivalents

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

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Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes

The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company has the following deferred tax assets and liabilities at June 30, 2011:

Noncurrent assets and liabilities:
Net operating loss carryforwards	$	43,000
Amortizable start-up costs		123,000
		166,000
Valuation allowance		(166,000	)
Net noncurrent deferred tax asset	$	—

The Company has net operating losses amounting to approximately $109,000 that expire in 2030. The ultimate realization of the net operating losses is dependent upon future taxable income, if any, of the Company and may be limited in any one period by alternative minimum tax rules. Although management believes that the Company will have sufficient future taxable income to absorb the net operating loss carryovers before the expiration of the carryover period, the current global economic recession imposes additional profitability risks that are beyond the Company’s control. Accordingly, management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.

Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% stockholders (stockholders owning 5% or more of the Company’s outstanding capital stock) has increased by more than 50 percentage points. Management cannot control the ownership changes occurring as a result of public trading of the Company’s common stock. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover.

The Company established a valuation allowance of $166,000 as of June 30, 2011, which fully offset the deferred tax asset of $166,000. The deferred tax asset results from applying an effective combined federal and state tax rate of 40% to start-up costs of approximately $308,000 and net operating losses of approximately $109,000. Effective tax rates differ from statutory rates due to timing differences in the deductibility of expenses.

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The statutory federal income tax rate and the effective rate are reconciled as follows:

Statutory federal income tax rate	34	%
State and local taxes, net of federal tax benefit	6	%
Valuation allowance	(40	)%
	0	%

There were no unrecognized tax benefits as of June 30, 2011. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2011. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities for all years since its inception. The adoption of the provisions of ASC 740 did not have a material impact on the Company’s financial position and results of operations and cash flows as of and for the period July 26, 2010 (date of inception) to June 30, 2011.

Recently Issued Accounting Standards

In January 2010, the FASB issued “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements,” which provides guidance on how investment assets and liabilities are to be valued and disclosed. Specifically, the amendment requires reporting entities to disclose (i) the input and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements, for Level 2 or Level 3 positions, (ii) transfers between all levels (including Level 1 and Level 2) will be required to be disclosed on a gross basis (i.e., transfers out must be disclosed separately from transfers in) as well as the reason(s) for the transfers and (iii) purchases, sales, issuances and settlements must be shown on a gross basis in the Level 3 rollforward rather than as one net number. The effective date of the amendment is for interim and annual periods beginning after December 15, 2009. However, the requirement to provide the Level 3 activity for purchases, sales, issuances and settlements on a gross basis will be effective for interim and annual periods beginning after December 15, 2010. The adoption of the amendment did not have a material impact on the Company’s condensed consolidated financial statements.

The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

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3. Initial Public Offering

On November 29, 2010, the Company sold to the public 4,000,000 units at $10.00 per unit (“Units”). Each Unit consists of one share of the Company’s common stock, $0.0001 par value, and one redeemable common stock purchase warrant (“Warrant”). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $11.50 commencing on the later of (a) 30 days after the completion of a Business Combination or (b) one year from November 23, 2010, the date of the prospectus for the Offering, and will expire five years from the consummation of a Business Combination. The Warrants will be redeemable by the Company at a price of $0.01 per Warrant upon 30 days prior notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $17.50 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given.

4. Related Party Transactions

In July 2010, John L. Shermyen, LLM Structured Equity Fund L.P. and LLM Investors L.P. purchased an aggregate of 1,437,500 shares of the Company’s common stock, for an aggregate purchase price of $25,000, or approximately $0.0174 per share. Subsequently, on November 22, 2010, John L. Shermyen, LLM Structured Equity Fund L.P. and LLM Investors L.P. each returned to the Company an aggregate of 287,500 of such initial shares, which have been cancelled. These shares are referred to as the “initial shares” and consist of (i) 511,111 shares (66,667 of which were forfeited as the underwriters’ over-allotment option was not exercised in full) which will be held in escrow until the first anniversary of a Business Combination and (ii) 638,889 shares (83,333 of which were forfeited as the underwriters’ over-allotment option was not exercised in full) which will be held in escrow and forfeited on the fifth anniversary of a Business Combination unless, prior to such time, either (x) the last sales price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or (y) a transaction is consummated following a Business Combination in which all stockholders have the right to exchange their common stock for cash consideration which equals or exceeds $18.00 per share. Subsequent to the purchase of these shares, (i) John L. Shermyen transferred at cost an aggregate of 58,219 of these shares to William A. Landman and Mitchell Eisenberg, M.D., each of whom is a member of the Company’s advisory board, and Alan W. Pettis, E. David Hetz and Diane M. Daych, each of whom is a director, (ii) LLM Investors L.P. transferred at cost an aggregate of 2,197 of these shares to E. David Hetz and Diane M. Daych and (iii) LLM Structured Equity Fund L.P. transferred at cost an aggregate of 56,022 of these shares to Alan R. Hoops, a member of the Company’s advisory board, John A. Svahn, a director, E. David Hetz and Diane M. Daych. The Company’s initial stockholders have contractually agreed with the Company that they will have no ability to vote any of the 638,889 shares being held in escrow until such time, if ever, that such shares are released to them.

13

The Sponsors, certain of the Company’s directors and advisors and the underwriters purchased, in a private placement, 3,040,000 Warrants (“Sponsor Warrants”) prior to the Offering at a price of $0.75 per Warrant (a purchase price of $2,280,000) from the Company. Based on the observable market prices, the Company believes that the purchase price of $0.75 per Warrant for such Sponsor Warrants exceeds the fair value of such Sponsor Warrants on the date of the purchase. The valuation is based on comparable initial public offerings by other blank check companies. The holders have agreed that such Sponsor Warrants will not be sold or transferred until 30 days following consummation of a Business Combination, subject to certain limited exceptions. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants issued to such holders will expire worthless. The Company classifies the Sponsor Warrants within permanent equity as additional paid-in capital in accordance with FASB ASC 815, “Derivatives and Hedging”.

In connection with the Offering, the Sponsors purchased 586,400 Units at $10.00 per Unit on November 29, 2010.

Also in connection with the Offering, LLM Structured Equity Fund L.P. advanced the Company $260,000 on November 29, 2010. This advance was repaid by the Company on January 7, 2011.

Commencing on November 29, 2010, the Company entered into an Administrative Services Agreement with LLM Capital Partners LLC for an aggregate monthly fee of $7,500 for office space, general and administrative services. This agreement will expire upon the earlier of: (a) the successful completion of a Business Combination, (b) 18 months from November 23, 2010, the date of the prospectus for the Offering, or (c) the date on which the Company is dissolved and liquidated.

The initial stockholders are entitled to registration rights pursuant to a registration rights agreement entered into on November 23, 2010, the date of the prospectus for the Offering. The initial stockholders are entitled to demand registration rights and certain “piggy-back” registration rights with respect to their shares of common stock, the Warrants and the common stock underlying the Warrants, commencing on the date such common stock or Warrants are released from escrow. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

5. Commitments and Contingencies

The Company granted the underwriters a 45-day option to purchase up to 600,000 additional Units to cover the over-allotment at the initial public offering price less the underwriting discounts and commissions. This option was not exercised by the underwriters.

The underwriters will be entitled to two and one half percent (2.5%) of the funds released from the Trust Account to the Company or the target upon closing of a Business Combination, which shall be paid as a placement fee to Morgan Joseph LLC or such other firms, if any, who are instrumental in advising the Company with respect to the completion of a Business Combination.

6. Fair Value Measurement

The Company complies with Fair Value measurements 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.

14

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2011 and December 31, 2010, 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 value 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 June 30, 2011 (unaudited)

					Significant
			Quoted Prices		Other
			in		Observable		Unobservable
	Fair Value		Active Markets		Inputs		Inputs
Description	June 30, 2011		(Level 1)		(Level 2)		(Level 3)
Assets
United States Treasury Bills held in Trust Account	$	40,420,904	$	40,420,904	$	—	$	—
Restricted cash held in Trust Account		920		920		—		—
Total	$	40,421,824	$	40,421,824	$	—	$	—

Financial Assets at Fair Value as of December 31, 2010 (audited)

					Significant
			Quoted Prices		Other
			in		Observable		Unobservable
	Fair Value		Active Markets		Inputs		Inputs
Description	December 31, 2010		(Level 1)		(Level 2)		(Level 3)
Assets
Restricted cash held in Trust Account	$	40,404,326	$	40,404,326	$	—	$	—
Total	$	40,404,326	$	40,404,326	$	—	$	—

The fair values of the Company’s cash and cash equivalents held in the Trust Account are determined through market, observable and corroborated sources.

The carrying amounts reflected in the balance sheet for other current assets and accrued expenses approximate fair value due to their short-term maturities.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events, and we assume no obligation to update any such forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results to be materially different from any future results expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause our future results to differ from those statements include, but are not limited to, those described in the section entitled “Risk Factors” of the prospectus filed with the SEC in connection with our initial public offering. The following discussion should be read in conjunction with our condensed consolidated financial statements and related notes thereto included elsewhere in this report and with the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010.

15

Overview

L&L Acquisition Corp. is a newly-organized blank check company formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business combination, which we refer to throughout this Quarterly Report on Form 10-Q as a business combination, with one or more operating businesses or assets. We intend to focus on businesses in the healthcare industry or healthcare-related assets, but we may pursue opportunities in other business sectors. Unlike many other blank check companies, we are not required to consider a target’s valuation when entering into or consummating a business combination. We will have considerable flexibility in identifying and selecting a prospective acquisition target, except that we will not acquire another blank check company or a similar type of company. Our sponsors, officers and directors have agreed that we will only have 18 months from the closing of the initial public offering to consummate a business combination.

Results of Operations

For the six months ended June, 30, 2011, we had a net loss of $258,373 consisting of interest and dividend income of $17,760 less costs attributable to general and administrative expenses of $276,133.

For the three months ended June, 30, 2011, we had a net loss of $76,120 consisting of interest and dividend income of $5,605 less costs attributable to general and administrative expenses of $81,725.

Through June 30, 2011, we did not engage in any significant operations. Our activities from inception through June 30, 2011 were our initial public offering and the identification of a suitable business combination candidate.

We expect to generate small amounts of non-operating income in the form of interest and dividend income on cash and cash equivalents. Interest income is not expected to be significant based on the current low interest rates on risk-free investments (treasury securities). We expect our expenses to increase substantially after this annual period if we consummate a business combination as a result of our acquiring an operating company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

16

Liquidity and Capital Resources

In July 2010, John L. Shermyen, LLM Structured Equity Fund L.P. and LLM Investors L.P. purchased an aggregate of 1,437,500 shares of our common stock, for an aggregate purchase price of $25,000, or approximately $0.0174 per share. Subsequently, on November 22, 2010, each of Mr. Shermyen, LLM Structured Equity Fund L.P. and LLM Investors L.P. returned to us an aggregate of 287,500 of such initial shares, which we have cancelled. These shares are referred to as the “initial shares” and consist of (i) 511,111 shares (66,667 of which were forfeited as the underwriters’ over-allotment option was not exercised in full) which will be held in escrow until the first anniversary of our initial business combination and (ii) 638,889 shares (83,333 of which were forfeited as the underwriters’ over-allotment option was not exercised in full) which will be held in escrow and forfeited on the fifth anniversary of our initial business combination unless, prior to such time, either (x) the last sales price of our stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or (y) a transaction is consummated following our initial business combination in which all stockholders have the right to exchange their common stock for cash consideration which equals or exceeds $18.00 per share. Subsequent to the purchase of these shares, (i) Mr. Shermyen transferred at cost an aggregate of 58,219 of these shares to William A. Landman and Mitchell Eisenberg, M.D., each of whom is a member of our advisory board, and Alan W. Pettis and E. David Hetz and Diane M. Daych, each of whom is a director, (ii) LLM Investors L.P. transferred at cost an aggregate of 2,197 of these shares to Mr. Hetz and Ms. Daych and (iii) LLM Structured Equity Fund L.P. transferred at cost an aggregate of 56,022 of these shares to Alan R. Hoops, a member of our advisory board, John A. Svahn, a director, Mr. Hetz and Ms. Daych. Our initial stockholders have contractually agreed with us that they will have no ability to vote any of the 638,889 shares being held in escrow until such time, if ever, that such shares are released to them.

The sponsors, certain of our directors and advisors and the underwriters purchased, in a private placement, 3,040,000 warrants prior to the initial public offering at a price of $0.75 per warrant (a purchase price of $2,280,000) from us. Based on the observable market prices, we believe that the purchase price of $0.75 per warrant for such warrants exceeds the fair value of such warrants on the date of the purchase. The valuation is based on comparable initial public offerings by other blank check companies. The holders have agreed that such warrants will not be sold or transferred until 30 days following consummation of a business combination, subject to certain limited exceptions. If we do not complete a business combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the warrants issued to such holders will expire worthless.

We consummated our initial public offering of 4,000,000 units at a price of $10.00 per unit on November 29, 2010. Gross proceeds from our initial public offering were $40,000,000. Total net proceeds were $38,248,234, before deducting deferred underwriting compensation of $1,000,000 and includes $200,000 received for the purchase of 266,667 warrants by the underwriters. Upon the closing of the initial public offering and the private placement of warrants, $40,400,000 was placed in a trust account. We intend to use substantially all of the net proceeds of the initial public offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating 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 account to operate through May 29, 2012, assuming that a business combination is not consummated during that time. However, we cannot be certain that this will be the case.

17

We expect our primary liquidity requirement during this period to include approximately $380,000 for legal, accounting and other expenses associated with due diligence of a prospective target business including structuring, negotiating and documenting a business combination; $150,000 of expenses for the due diligence (excluding accounting and legal due diligence) of prospective target businesses by our officers, directors and sponsors; $125,000 of legal and accounting expenses attendant to the due diligence investigations, structuring and negotiating of a business combination; $30,000 reserve for liquidation expenses; and $75,000 that will be used for other miscellaneous expenses and reserves, including for audit fees, as well as stock transfer agent expenses. 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.

As of June 30, 2011, we had $276,509 in a bank account which is available for use by management to cover the costs associated with identifying a business combination candidate and negotiating a related acquisition or merger. Out of the proceeds of our initial public offering which remained available outside of the trust account, we obtained Directors and Officers insurance covering an 18 month period from November 23, 2010 through May 23, 2012 at a cost of $93,970 and with a prepaid balance at June 30, 2011 of $56,348.

Our ability to continue as a going concern is dependent upon our ability to successfully complete a business combination by May 23, 2012. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern and we are required to liquidate.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.

18

Contractual Obligations

We do not have any long-term debt, capital lease obligations operating lease obligations or long-term liabilities other than a monthly fee of $7,500 for office space and general and administrative services payable to LLM Capital Partners LLC, an affiliate of LLM Structured Equity Fund L.P., one of our Sponsors, Patrick J. Landers, our President, and Frederick S. Moseley IV, a member of our advisory board and partial owner of LLM Capital Partners LLC. We began incurring this fee on November 29, 2010, and will continue to incur this fee monthly until the completion of a business combination.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

To date, our efforts have been limited to organizational activities, activities relating to our initial public offering and the identification of a business combination candidate. We have neither engaged in any operations nor generated any revenues.

As of June 30, 2011, investment securities in the Company’s Trust Account consist of $40,420,904 in U.S. government treasury bills with a maturity of 180 days or less and another $920 invested in a money market mutual fund that meets the conditions of Rule 2a-7 of the 1940 Act. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management with the participation of our chief executive officer and chief financial officer (the “Certifying Officers”) evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Certifying Officers have concluded that, as of the end of such period, our disclosure controls and procedures were adequate and effective.

Changes in Internal Control

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

19

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the period ended December 31, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) List of exhibits

Exhibit
Number	Description
31.1	Rule 13a-14(a) / Rule 15d-14(a) Certification
31.2	Rule 13a-14(a) / Rule 15d-14(a) Certification
32.1†	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101††	The following financial statements from L&L Acquisition Corp.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, as filed with the SEC on August 12, 2011, formatted in XBRL, as follows:
	(i) the Condensed Consolidated Balance Sheets
	(ii) the Condensed Consolidated Statements of Income
	(iii) the Condensed Consolidated Statements of Cash Flows
	(iv) the Notes to Condensed Consolidated Financial Statements, tagged in summary and detail

†	Furnished herewith.
††	As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

20

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	L&L ACQUISITION CORP.
Date: August 12, 2011	/s/ Peter Schofield
	Peter Schofield
	Secretary and Chief Financial Officer (Authorized Officer and Principal Financial Officer)

21

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, John L. Shermyen, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of L&L Acquisition Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2011	/s/ John L. Shermyen John L. Shermyen
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Peter Schofield, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of L&L Acquisition Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2011	/s/ Peter Schofield Peter Schofield
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of L&L Acquisition Corp. (the “Company”) for the period ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, John L. Shermyen, Chief Executive Officer of the Company, and Peter Schofield, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to our knowledge, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John L. Shermyen John L. Shermyen

Chief Executive Officer

(Principal Executive Officer)

/s/ Peter Schofield Peter Schofield

Chief Financial Officer

(Principal Financial Officer)

Date: August 12, 2011

XML



Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current liabilities
Temporary equity, shares outstanding	3,480,000	3,480,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	5,000,000	5,150,000
Common stock, shares outstanding	5,000,000	5,150,000

XML



Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended	6 Months Ended	11 Months Ended
	Jun. 30, 2011	Jun. 30, 2011	Jun. 30, 2011
Condensed Consolidated Statements of Operations [Abstract]
Revenue
General and administrative expenses	81,725	276,133	438,544
Loss from operations	(81,725)	(276,133)	(438,544)
Interest and dividend income	5,605	17,760	22,141
Loss before provision for income taxes	(76,120)	(258,373)	(416,403)
Provision for income taxes
Net loss attributable to common shares outstanding	$ (76,120)	$ (258,373)	$ (416,403)
Weighted average number of common shares outstanding - basic and diluted	5,000,000	5,005,801	3,704,845
Net loss per share outstanding - basic and diluted	$ (0.02)	$ (0.05)	$ (0.11)
Two Class Method:
Weighted average number of common shares outstanding subject to possible redemption	3,480,000	3,480,000	2,203,314
Net loss per common share outstanding subject to possible redemption	$ 0	$ 0	$ 0
Weighted average number of common shares outstanding, excluding shares subject to possible redemption - basic and diluted	1,520,000	1,525,801	1,501,531
Net loss per common share outstanding subject to possible redemption - basic and diluted	$ (0.05)	$ (0.17)	$ (0.28)

XML



Document and Entity Information (USD $)	6 Months Ended
	Jun. 30, 2011	Aug. 12, 2011	Mar. 23, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	L&L Acquisition Corp.
Entity Central Index Key	0001499482
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 38,646,313
Entity Common Stock, Shares Outstanding		5,000,000

XML



Commitments and Contingencies

6 Months Ended

Jun. 30, 2011

Commitments and Contingencies [Abstract]

Commitments and Contingencies

5. Commitments and Contingencies

The Company granted the underwriters a 45-day option to purchase up to 600,000 additional Units to cover the over-allotment at the initial public offering price less the underwriting discounts and commissions. This option was not exercised by the underwriters.

The underwriters will be entitled to two and one half percent (2.5%) of the funds released from the Trust Account to the Company or the target upon closing of a Business Combination, which shall be paid as a placement fee to Morgan Joseph LLC or such other firms, if any, who are instrumental in advising the Company with respect to the completion of a Business Combination.

XML



Description of Organization and Business Operations

6 Months Ended

Jun. 30, 2011

Description of Organization and Business Operations [Abstract]

Description of Organization and Business Operations

1. Description of Organization and Business Operations

L&L Acquisition Corp. and Subsidiary (collectively, the “Company”), a corporation in the development stage, was incorporated in the state of Delaware on July 26, 2010. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets (a “Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date with the exception of interest and dividend income. The Company is considered to be in the development stage as defined in the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification, or ASC 915, “Development Stage Entities,” and is subject to the risks associated with activities of development stage companies. The Company has selected December 31 as its fiscal year end.

At June 30, 2011, the Company had not commenced any operations. All activity through June 30, 2011 relates to the Company’s formation and initial public offering (the “Offering”) described below and the identification of a suitable Business Combination candidate.

The registration statement for the Offering was declared effective on November 23, 2010. The Company consummated the Offering on November 29, 2010 and received net proceeds of $38,248,234, before deducting deferred underwriting compensation of $1,000,000 and includes $200,000 received for the purchase of 266,667 warrants by the underwriters. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a 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 private placement of warrants, $40,400,000 was placed in a trust account (“Trust Account”) and invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “1940 Act”) with a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the 1940 Act, until the earlier of (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below.

The Company, after signing a definitive agreement for the acquisition of one or more target businesses or assets, will not submit the transaction for stockholder approval, unless otherwise required by law. The Company will proceed with a Business Combination if it is approved by its board of directors. In the event that the Company is required to seek stockholder approval in connection with its initial Business Combination, it will proceed with a Business Combination if a majority of the outstanding shares of common stock voted are voted in favor of a Business Combination. In connection with such a vote, if a Business Combination is approved and completed, stockholders that vote against a Business Combination and elect to put their shares of common stock back to the Company for cash will be entitled to receive their pro-rata portion of the Trust Account as follows: (i) public stockholders voting against a Business Combination and electing to put shares of common stock to the Company shall be entitled to receive a per share pro-rata portion of the Trust Account excluding interest and net of franchise and income taxes payable and (ii) public stockholders voting in favor of a Business Combination and electing to put shares of common stock to the Company shall be entitled to receive a per share pro-rata portion of the Trust Account together with interest thereon but net of franchise and income taxes payable. These shares of common stock were recorded at a fair value and classified as temporary equity upon the completion of the Offering, in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” John L. Shermyen, LLM Structured Equity Fund L.P., and LLM Investors L.P. (the “Sponsors”) and John A. Svahn, E. David Hetz, Alan W. Pettis, William A. Landman, Diane M. Daych, Mitchell Eisenberg, M.D. and Alan R. Hoops (collectively with the Sponsors, the “initial stockholders”) have agreed, in the event the Company is required to seek stockholder approval of a Business Combination, to vote their initial shares in accordance with the majority of the votes cast by the public stockholders and to vote any public shares purchased during or after the offering in favor of a Business Combination. The initial stockholders have also agreed to vote shares of common stock acquired by them in the Offering or in the aftermarket in favor of a Business Combination submitted to the Company’s stockholders for approval.

The Company’s Sponsors, officers and directors have agreed that the Company will only have 18 months from November 23, 2010, the date of the closing for the Offering, to consummate a Business Combination. If the Company does not consummate a Business Combination within such 18 month period, it shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but not more than two business days thereafter, redeem 100% of its public shares for cash equal to their pro-rata share of the aggregate amount then on deposit in the Trust Account (including interest), less franchise and income taxes payable, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund of income taxes that were paid from the Trust Account which is received after the redemption shall be distributed to the former public stockholders, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders have waived their rights to participate in any redemption with respect to their initial shares. However, the initial stockholders acquired shares of common stock in the Offering, entitling them to a pro-rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not consummate a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Offering price per unit in the Offering.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully complete a Business Combination by May 23, 2012. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern and is required to liquidate.

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Fair Value Measurement

6 Months Ended

Jun. 30, 2011

Fair Value Measurement [Abstract]

Fair Value Measurement

6. Fair Value Measurement

The Company complies with Fair Value measurements 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.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2011 and December 31, 2010, 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 value 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 June 30, 2011 (unaudited)

					Significant
			Quoted Prices		Other
			in		Observable		Unobservable
	Fair Value		Active Markets		Inputs		Inputs
Description	June 30, 2011		(Level 1)		(Level 2)		(Level 3)
Assets
United States Treasury Bills held in Trust Account	$	40,420,904	$	40,420,904	$	—	$	—
Restricted cash held in Trust Account		920		920		—		—
Total	$	40,421,824	$	40,421,824	$	—	$	—

Financial Assets at Fair Value as of December 31, 2010 (audited)

					Significant
			Quoted Prices		Other
			in		Observable		Unobservable
	Fair Value		Active Markets		Inputs		Inputs
Description	December 31, 2010		(Level 1)		(Level 2)		(Level 3)
Assets
Restricted cash held in Trust Account	$	40,404,326	$	40,404,326	$	—	$	—
Total	$	40,404,326	$	40,404,326	$	—	$	—

The fair values of the Company’s cash and cash equivalents held in the Trust Account are determined through market, observable and corroborated sources.

The carrying amounts reflected in the balance sheet for other current assets and accrued expenses approximate fair value due to their short-term maturities.

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Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) (USD $)	5 Months Ended
	Dec. 31, 2010	Jul. 28, 2010
Issue price of shares		$ 0.017
Stock issued during the period, shares, others	4,000,000
Temporary equity, shares outstanding	3,480,000
Common Stock
Issue price of shares		$ 0.017
Stock issued during the period, shares, others	4,000,000
Temporary equity, shares outstanding	3,480,000
Additional Paid-in Capital
Issue price of shares		$ 0.017
Stock issued during the period, shares, others	4,000,000
Temporary equity, shares outstanding	3,480,000

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Significant Accounting Policies

6 Months Ended

Jun. 30, 2011

Significant Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements as of June 30, 2011, the results of operations and cash flows for the period from July 26, 2010 (inception) through June 30, 2011, have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements of the Company. In the opinion of management, all adjustments necessary for a fair presentation have been included and are of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for any other interim period or for the full year.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the period ended December 31, 2010 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2011. The December 31, 2010 balance sheet and the changes in stockholders’ equity through December 31, 2010 have been derived from those audited financial statements. The accounting policies used in preparing these unaudited condensed consolidated financial statements are consistent with those derived in the December 31, 2010 audited financial statements.

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of L&L Acquisition Corp. and its wholly-owned subsidiary, L&L Acquisition Securities Corp. (“Subsidiary”). All significant intercompany balances and transactions have been eliminated in consolidation.

Development Stage Company

The Company complies with the reporting requirements of FASB ASC 915. At June 30, 2011, the Company has not commenced any operations nor generated revenue. All activity through June 30, 2011 relates to the Company’s formation and the initial public offering and the identification of a suitable Business Combination candidate. The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. The Company has generated non-operating income in the form of interest and dividend income on the designated Trust Account since the Offering.

Net Loss Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. At June 30, 2011, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period. The Company’s statements of operations include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted amount for the maximum number of shares subject to possible redemption is calculated by dividing the income, net of applicable income taxes and franchise taxes, attributable to common shares subject to redemption by the weighted average number of common shares subject to possible redemption.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to material risks on such accounts.

Investments held in the Trust Account

The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination.

As of June 30, 2011, investment securities in the Company’s Trust Account consist of $40,420,904 in U.S. government treasury bills with a maturity of 180 days or less and another $920 invested in a money market mutual fund that meets the conditions of Rule 2a-7 of the 1940 Act.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term nature.

Redeemable common stock

The Company accounts for redeemable common stock that is redeemable for cash or other assets, by classifying it outside of permanent equity if it is redeemable at the option of the holder. In addition, the amount of common stock subject to redemption is classified outside of permanent equity to the extent that such redemption does not cause a liquidation event.

Accordingly, 3,480,000 shares of common stock have been classified outside of permanent equity at redemption value. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of common stock subject to redemption equal its redemption value at the end of each reporting period.

Cash and cash equivalents

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

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes

The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company has the following deferred tax assets and liabilities at June 30, 2011:

Noncurrent assets and liabilities:
Net operating loss carryforwards	$	43,000
Amortizable start-up costs		123,000
		166,000
Valuation allowance		(166,000	)
Net noncurrent deferred tax asset	$	—

The Company has net operating losses amounting to approximately $109,000 that expire in 2030. The ultimate realization of the net operating losses is dependent upon future taxable income, if any, of the Company and may be limited in any one period by alternative minimum tax rules. Although management believes that the Company will have sufficient future taxable income to absorb the net operating loss carryovers before the expiration of the carryover period, the current global economic recession imposes additional profitability risks that are beyond the Company’s control. Accordingly, management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.

Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% stockholders (stockholders owning 5% or more of the Company’s outstanding capital stock) has increased by more than 50 percentage points. Management cannot control the ownership changes occurring as a result of public trading of the Company’s common stock. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover.

The Company established a valuation allowance of $166,000 as of June 30, 2011, which fully offset the deferred tax asset of $166,000. The deferred tax asset results from applying an effective combined federal and state tax rate of 40% to start-up costs of approximately $308,000 and net operating losses of approximately $109,000. Effective tax rates differ from statutory rates due to timing differences in the deductibility of expenses.

The statutory federal income tax rate and the effective rate are reconciled as follows:

Statutory federal income tax rate	34	%
State and local taxes, net of federal tax benefit	6	%
Valuation allowance	(40	)%
	0	%

There were no unrecognized tax benefits as of June 30, 2011. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2011. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities for all years since its inception. The adoption of the provisions of ASC 740 did not have a material impact on the Company’s financial position and results of operations and cash flows as of and for the period July 26, 2010 (date of inception) to June 30, 2011.

Recently Issued Accounting Standards

In January 2010, the FASB issued “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements,” which provides guidance on how investment assets and liabilities are to be valued and disclosed. Specifically, the amendment requires reporting entities to disclose (i) the input and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements, for Level 2 or Level 3 positions, (ii) transfers between all levels (including Level 1 and Level 2) will be required to be disclosed on a gross basis (i.e., transfers out must be disclosed separately from transfers in) as well as the reason(s) for the transfers and (iii) purchases, sales, issuances and settlements must be shown on a gross basis in the Level 3 rollforward rather than as one net number. The effective date of the amendment is for interim and annual periods beginning after December 15, 2009. However, the requirement to provide the Level 3 activity for purchases, sales, issuances and settlements on a gross basis will be effective for interim and annual periods beginning after December 15, 2010. The adoption of the amendment did not have a material impact on the Company’s condensed consolidated financial statements.

The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

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Initial Public Offering

6 Months Ended

Jun. 30, 2011

Initial Public Offering [Abstract]

Initial Public Offering

3. Initial Public Offering

On November 29, 2010, the Company sold to the public 4,000,000 units at $10.00 per unit (“Units”). Each Unit consists of one share of the Company’s common stock, $0.0001 par value, and one redeemable common stock purchase warrant (“Warrant”). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $11.50 commencing on the later of (a) 30 days after the completion of a Business Combination or (b) one year from November 23, 2010, the date of the prospectus for the Offering, and will expire five years from the consummation of a Business Combination. The Warrants will be redeemable by the Company at a price of $0.01 per Warrant upon 30 days prior notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $17.50 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given.

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Related Party Transactions

6 Months Ended

Jun. 30, 2011

Related Party Transactions [Abstract]

Related Party Transactions

4. Related Party Transactions

In July 2010, John L. Shermyen, LLM Structured Equity Fund L.P. and LLM Investors L.P. purchased an aggregate of 1,437,500 shares of the Company’s common stock, for an aggregate purchase price of $25,000, or approximately $0.0174 per share. Subsequently, on November 22, 2010, John L. Shermyen, LLM Structured Equity Fund L.P. and LLM Investors L.P. each returned to the Company an aggregate of 287,500 of such initial shares, which have been cancelled. These shares are referred to as the “initial shares” and consist of (i) 511,111 shares (66,667 of which were forfeited as the underwriters’ over-allotment option was not exercised in full) which will be held in escrow until the first anniversary of a Business Combination and (ii) 638,889 shares (83,333 of which were forfeited as the underwriters’ over-allotment option was not exercised in full) which will be held in escrow and forfeited on the fifth anniversary of a Business Combination unless, prior to such time, either (x) the last sales price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or (y) a transaction is consummated following a Business Combination in which all stockholders have the right to exchange their common stock for cash consideration which equals or exceeds $18.00 per share. Subsequent to the purchase of these shares, (i) John L. Shermyen transferred at cost an aggregate of 58,219 of these shares to William A. Landman and Mitchell Eisenberg, M.D., each of whom is a member of the Company’s advisory board, and Alan W. Pettis, E. David Hetz and Diane M. Daych, each of whom is a director, (ii) LLM Investors L.P. transferred at cost an aggregate of 2,197 of these shares to E. David Hetz and Diane M. Daych and (iii) LLM Structured Equity Fund L.P. transferred at cost an aggregate of 56,022 of these shares to Alan R. Hoops, a member of the Company’s advisory board, John A. Svahn, a director, E. David Hetz and Diane M. Daych. The Company’s initial stockholders have contractually agreed with the Company that they will have no ability to vote any of the 638,889 shares being held in escrow until such time, if ever, that such shares are released to them.

The Sponsors, certain of the Company’s directors and advisors and the underwriters purchased, in a private placement, 3,040,000 Warrants (“Sponsor Warrants”) prior to the Offering at a price of $0.75 per Warrant (a purchase price of $2,280,000) from the Company. Based on the observable market prices, the Company believes that the purchase price of $0.75 per Warrant for such Sponsor Warrants exceeds the fair value of such Sponsor Warrants on the date of the purchase. The valuation is based on comparable initial public offerings by other blank check companies. The holders have agreed that such Sponsor Warrants will not be sold or transferred until 30 days following consummation of a Business Combination, subject to certain limited exceptions. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants issued to such holders will expire worthless. The Company classifies the Sponsor Warrants within permanent equity as additional paid-in capital in accordance with FASB ASC 815, “Derivatives and Hedging”.

In connection with the Offering, the Sponsors purchased 586,400 Units at $10.00 per Unit on November 29, 2010.

Also in connection with the Offering, LLM Structured Equity Fund L.P. advanced the Company $260,000 on November 29, 2010. This advance was repaid by the Company on January 7, 2011.

Commencing on November 29, 2010, the Company entered into an Administrative Services Agreement with LLM Capital Partners LLC for an aggregate monthly fee of $7,500 for office space, general and administrative services. This agreement will expire upon the earlier of: (a) the successful completion of a Business Combination, (b) 18 months from November 23, 2010, the date of the prospectus for the Offering, or (c) the date on which the Company is dissolved and liquidated.

The initial stockholders are entitled to registration rights pursuant to a registration rights agreement entered into on November 23, 2010, the date of the prospectus for the Offering. The initial stockholders are entitled to demand registration rights and certain “piggy-back” registration rights with respect to their shares of common stock, the Warrants and the common stock underlying the Warrants, commencing on the date such common stock or Warrants are released from escrow. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

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Condensed Consolidated Statements of Changes in Stockholders' Equity (USD $)	Total	Common Stock	Additional Paid-in Capital	Deficit Accumulated During Development Stage
Balance at Jul. 28, 2010
Sale of common stock issued to initial stockholders on July 28, 2010 at $.017 per share	$ 25,000	$ 144	$ 24,856
Sale of common stock issued to initial stockholders on July 28, 2010 at $.017 per share, shares		1,437,500
Forfeiture of common stock issued to initial stockholders on November 22, 2010 / January 8, 2011		(29)	29
Forfeiture of common stock issued to initial stockholders on November 22, 2010 / January 8, 2011, shares		(287,500)
Sale of 4,000,000 units, net of underwriters' discount and offering expenses (including 3,480,000 shares subject to possible redemption)	38,248,234	400	38,247,834
Sale of 4,000,000 units, net of underwriters' discount and offering expenses (including 3,480,000 shares subject to possible redemption), shares		4,000,000
Net proceeds subject to possible redemption of 3,480,000 shares	(35,148,000)		(35,148,000)
Sale of private placement warrants	2,280,000		2,280,000
Net loss attributable to common shares	(158,030)			(158,030)
Balance at Dec. 31, 2010	5,247,204	515	5,404,719	(158,030)
Balance, shares at Dec. 31, 2010		5,150,000
Forfeiture of common stock issued to initial stockholders on November 22, 2010 / January 8, 2011		(15)	15
Forfeiture of common stock issued to initial stockholders on November 22, 2010 / January 8, 2011, shares		(150,000)
Net loss attributable to common shares	(258,373)			(258,373)
Balance at Jun. 30, 2011	$ 4,988,831	$ 500	$ 5,404,734	$ (416,403)
Balance, shares at Jun. 30, 2011		5,000,000

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended	11 Months Ended
	Jun. 30, 2011	Jun. 30, 2011
Cash Flows from Operating Activities
Net loss	$ (258,373)	$ (416,403)
Adjustments to reconcile net loss to net cash used in operating activities:
Dividend income earned on investments held in Trust Account	(17,498)	(21,824)
Change in operating assets and liabilities
(Increase) decrease in prepaid expenses	27,839	(56,348)
Decrease in accrued expenses and other liabilities	(94,276)	(24,408)
Increase in franchise taxes payable	63,791	82,526
Net cash used in operating activities	(278,517)	(436,457)
Cash Flows from Investing Activities
Cash held in Trust Account		(40,400,000)
Cash Flows from Financing Activities
Proceeds from notes payable, stockholders		75,000
Payments of notes payable, stockholders		(75,000)
Proceeds from issuance of common stock to initial stockholders		25,000
Proceeds from public offering		40,000,000
Proceeds from issuance of warrants		2,280,000
Payment of offering costs		(1,192,034)
Advance from Sponsor		260,000
Repayment of advance from Sponsor	(260,000)	(260,000)
Net cash provided by (used in) financing activities	(260,000)	41,112,966
Net increase (decrease) in cash	(538,517)	276,509
Cash and cash equivalents at beginning of the period	815,026
Cash and cash equivalents at end of the period	276,509	276,509
Supplemental schedule of non-cash financial activities:
Accrual for offering costs and other expenses		128,432
Deferred underwriters' compensation		331,300
Deferred legal fees related to the offering		$ 100,000

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Condensed Consolidated Balance Sheets (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current assets
Cash and cash equivalents	$ 276,509	$ 815,026
Investments held in Trust Account	40,421,824	40,404,326
Prepaid expenses	56,348	84,187
Total assets	40,754,681	41,303,539
Current liabilities
Accrued expenses	104,024	198,300
Franchise taxes payable	82,526	18,735
Total current liabilities	186,550	217,035
Deferred underwriting compensation	331,300	331,300
Deferred legal fees relating to the offering	100,000	100,000
Due to Sponsor	0	260,000
Total liabilities	617,850	908,335
Common stock subject to possible redemption, 3,480,000 shares (at redemption value)	35,148,000	35,148,000
Common stock, $.0001 par value, 100,000,000 shares authorized; 5,000,000 shares issued and outstanding at June 30, 2011 and 5,150,000 shares issued and outstanding at December 31, 2010 (includes 3,480,000 shares subject to possible redemption)	500	515
Additional paid-in capital	5,404,734	5,404,719
Deficit accumulated during development stage	(416,403)	(158,030)
Total stockholders' equity	4,988,831	5,247,204
Total liabilities and stockholders' equity	$ 40,754,681	$ 41,303,539