UNITED STATES ~~SECURITIES~~ ~~AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

~~Date~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~earliest~~15(d) ~~event~~OF ~~reported): November 29,~~THE ~~2010~~

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2012

L&L Acquisition Corp.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware (State or Other Jurisdiction of Incorporation) 000-54206 (Commission File Number) 27-3109518 (IRS Employer Identification No.)

Delaware

000-54206

27-3109518

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

265 Franklin Street, 20th Floor Boston, Massachusetts ~~(Address of Principal Executive Offices)~~ 02110 ~~(Zip Code)~~

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (617) 330-7755

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.~~report):

~~o Written~~Check ~~communications~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Rule 425~~simultaneously satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below) :

~~o Soliciting~~¨ ~~material~~Written communications pursuant to Rule ~~14a-12~~ 425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

~~o Pre-commencement~~¨ ~~communications~~Soliciting material pursuant to Rule ~~14d~~ 14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

o ¨ Pre-commencement communications pursuant to Rule ~~13e~~ 14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Item 8.01.~~¨ ~~Other~~Pre-commencement ~~Events~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

~~On November~~Item ~~29, 2010, L&L Acquisition Corp~~1.01 ~~(OTCBB:~~Entry ~~LLAQU)~~into ~~(the~~a ~~“Company”)~~Material ~~consummated~~Definitive ~~an initial public offering (the “Offering”) of 4,000,000 of its units (the “Units”)~~Agreement. Each Unit consists of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and one warrant (“Warrant”) to purchase one share of Common Stock at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds, before expenses, of $40,000,000.

~~Simultaneously with the consummation of the Offering, the sponsors, certain of the Company’s directors and advisors and the underwriters of the Offering purchased an aggregate of~~ Item 3~~,040,000 warrants from the Company at a price of $0~~.7502 ~~per~~Unregistered ~~warrant~~Sales ($2,280,000 in the aggregate) in a private placement (the “Private Placement”). These warrants sold in the Private Placement (“Private Placement Warrants”) are substantially similar to the warrants sold as part of ~~the~~Equity Units in the Offering, except that if held by the original holders or their permitted assigns, (i) they will not be redeemable by the Company, (ii) they may be exercised by the holders on a cashless basis and (iii) with respect to the Private Placement Warrants held by the underwriters of the Offering, they will expire five years from November 23, 2010, the effective date of the registration statement with respect to the OfferingSecurities. In addition, the Private Placement Warrants will be held in escrow until 30 days following the completion of the Company’s initial business combination. If the Company does not complete an initial business combination within 18 months from the closing of the Offering, the $2,280,000 in gross proceeds from the sale of the Private Placement Warrants in the Private Placement will be used by the Company to fund the redemption of its shares of Common Stock sold as part of the Units in the Offering (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

AOn ~~total~~February 28, ~~of $40~~2012,~~400,000 million~~ ofL&L ~~the~~Acquisition ~~gross~~Corp. ~~proceeds from~~ (the ~~Offering~~“Company”), ~~and~~in ~~the~~order ~~Private Placement~~to ~~were~~fund ~~placed~~working incapital arequirements, ~~trust~~issued ~~account~~an atunsecured ~~J.P.~~Convertible ~~Morgan~~Promissory ~~Chase~~Note ~~Bank,~~(the ~~N.A.,~~“Note”) ~~maintained~~in ~~by Continental~~the ~~Stock~~principal ~~Transfer~~amount &of ~~Trust Company~~$200,000 ~~acting~~to asLLM ~~trustee.~~Structured ~~Except~~Equity ~~for~~Fund aL.P., ~~portion~~one of the ~~interest~~Company’s ~~income that~~sponsors ~~may~~(“LLMSEF”). beThe ~~released~~Note tois ~~the~~non-interest ~~Company~~bearing toand ~~pay~~the ~~income~~principal orbalance ~~franchise~~is ~~taxes,~~payable ~~none~~upon the earlier of (i) May 29, 2012 or (ii) the ~~funds~~date ~~held~~on inwhich the ~~trust~~ ~~account~~Company ~~will~~consummates bean ~~released~~initial ~~until~~business ~~the~~combination. ~~earlier~~Pursuant ofto the ~~completion~~Note, ofLLMSEF shall have no recourse against the Company’s ~~initial business~~trust ~~combination~~account ~~and~~in which the ~~redemption~~proceeds of ~~100%~~its ofinitial ~~the~~public ~~Common~~offering ~~Stock~~and ~~issued~~the byproceeds of the ~~Company~~sale inof ~~the Offering~~warrants ifissued ~~the~~in ~~Company~~a isprivate ~~unable~~placement to(the ~~consummate~~“Private anPlacement ~~initial~~Warrants”) ~~business~~that ~~combination~~occurred ~~within~~simultaneously ~~18 months from~~with the ~~closing~~completion of the ~~Offering~~initial public offering, were deposited.

~~Audited~~Subject ~~financial~~to ~~statements~~the asterms of ~~November 29~~the Note, ~~2010~~upon ~~reflecting~~certain ~~receipt~~events of ~~the~~default, ~~proceeds received~~including, but not limited to (i) failure by the Company into ~~connection~~pay ~~with~~any principal amount under the ~~closing~~Note ofwithin five business days following the ~~Offering~~due ~~and~~date, (ii) the ~~Private~~Company’s ~~Placement have~~commencement ~~been~~of ~~issued~~a byvoluntary bankruptcy case or (iii) the ~~Company~~entry ~~and~~of ~~are~~an ~~included~~involuntary asbankruptcy ~~Exhibit 99.1~~case toin ~~this~~respect ~~Current~~of ~~Report~~the onCompany, ~~Form~~the unpaid ~~8-K~~principal balance on the Note will become due and payable.

~~Item 9~~In the event that the Company enters into a definitive agreement to consummate a business combination, LLMSEF, at its option, may convert the then outstanding principal amount of the Note into warrants of the post-business combination entity, at a price of $0.0175 per warrant. ~~Financial~~These ~~Statements~~warrants ~~and~~would ~~Exhibits~~be issued in reliance upon exemptions from the registration provisions of the Securities Act of 1933, as amended, set forth in Section 4(2) thereof relative to sales by an issuer not involving any public offering. The terms of such warrants would be identical to the terms of the Private Placement Warrants, including, but not limited to, that each warrant would entitle LLMSEF to purchase one share of common stock of the post-business combination entity at $11.50 per share. The maximum amount of common stock that may be issued through the exercise of warrants (based on the conversion of the entire $200,000 principal amount of the Note) by LLMSEF would be 266,667 shares at an aggregate purchase price of approximately $3,066,670.

~~(c) Exhibits~~The foregoing summary of the Note is qualified in its entirety by reference to the full text of such Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference thereto.

Exhibit
Number		Exhibit
99.1		Audited Financial Statements

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description of Exhibits

10.1		Convertible Promissory Note, dated February 28, 2012, issued to LLM Structured Equity Fund, L.P. (incorporated by reference herein to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011)

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 hereunto duly authorized.

L&L ACQUISITION CORP. By: /s/ ~~John~~Peter L.Schofield ~~Shermyen~~ Name: ~~John~~Peter L.Schofield ~~Shermyen~~ Title: Chief ~~Executive~~Financial Officer

Date: ~~December~~March 35, ~~2010~~ 2012

EXHIBIT INDEX

Exhibit
Number		Exhibit
99.1		Audited Financial Statements

Filing Compare · L&L Acquisition Corp.