SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
THOMPSON H BRIAN

(Last) (First) (Middle)
1950 OLD GALLOWS ROAD

(Street)
VIENNA VA 22182

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/11/2005
3. Issuer Name and Ticker or Trading Symbol
Mercator Partners Acquisition Corp. [ MPAQA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO And Chairman of the Board
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(4) 25(1)(3) I By Universal Telecommunications, Inc.(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class W Warrants (2) (2) Common Stock 606,250 (2) I See Footnote(1)
Class Z Warrants (2) (2) Common Stock 606,250 (2) I See Footnote(1)
Explanation of Responses:
1. These securities are held by Universal Telecommunications, Inc. ("UTI"). The Reporting Person is the chief executive officer and majority shareholder of UTI, and the shares of UTI not held by the Reporting Person are owned by members of his family. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
2. Each Class W Warrant and Class Z Warrant entitles the holder to purchase one share of common stock at an exercise price of $5.00 per share. Each Class W Warrant and Class Z Warrant will become exercisable on the later of (a) April 11, 2006, or (b) the Company's completion of a business combination. The Class W Warrants will expire April 10, 2010 or earlier upon redemption. The Class Z Warrants will expire April 10, 2012 or earlier upon redemption.
3. Does not include an aggregate of 1,212,500 shares of common stock issuable upon exercise of Class W Warrants and Class Z Warrants held by UTI.
4. $.0001 par value per share (the "Common Stock")
/s/ H. Brian Thompson 04/15/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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