UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 15, 2005
MERCATOR PARTNERS ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-51211 | 20-2096338 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Fountain Square, 11911 Freedom Drive, Suite 1080, Reston, Virginia | 20190 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 995-5533
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends and restates in its entirety our Current Report on Form 8-K as initially filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2005 (the “Form 8-K”).
In August 2006, we determined that it was necessary to restate our financial results for the period from inception (January 3, 2005) to December 31, 2005 and for the interim period ended March 31, 2006. In September 2006 we further determined it was necessary to restate our financial results for the interim period ended April 15, 2005. The purpose of the restatements is to reflect liabilities and additional gains and losses related to the classification of and accounting for (1) the warrants to purchase common stock included in the Series A units and Series B units sold in our initial public offering and (2) the option to purchase Series A units and/or Series B units issued to the underwriters in connection with that offering. The financial statements attached as Exhibit 99.1 to this Amendment No. 1 have been restated to effect the reclassification of such warrants and purchase option as derivative liabilities rather than permanent equity, and the accompanying Notes to the financial statements have been revised to disclose certain information with respect thereto.
This Amendment No. 1 speaks as of the date of the filing of the original Form 8-K. Except for the revisions described above, it does not update any of the statements contained in the original Form 8-K. This Amendment No. 1 contains forward-looking statements that were made at the time the original Form 8-K was filed on April 15, 2005. It must be considered in light of any subsequent statements, including forward-looking statements, in any reports made by us subsequent to the filing of the original Form 8-K, including statements made in subsequent filings on Form 8-K, on Form 10-K or on Form 10-Q.
Item 8.01. | Other Events |
On April 15, 2005, the initial public offering (“IPO”) of 575,000 Series A Units (“Series A Units”) and 5,290,000 Series B Units (“Series B Units”) of Mercator Partners Acquisition Corp. (the “Company”), including 75,000 Series A Units and 690,000 Series B Units issued upon exercise of the underwriters’ over-allotment option, was consummated. Each Series A Unit consists of two shares of Common Stock, $.0001 par value per share (“Common Stock”), five Class W Warrants (“Class W Warrants”), each to purchase one share of Common Stock, and five Class Z Warrants (“Class Z Warrants”), each to purchase one share of Common Stock. Each Series B Unit consists of two shares of Class B Common Stock, $.0001 par value per share (“Class B Stock”), one Class W Warrant and one Class Z Warrant. The Series A Units were sold at an offering price of $10.50 per Series A Unit and the Series B Units were sold at an offering price of $10.10 per Series B Unit, generating gross proceeds of $59,466,500. Audited financial statements as of April 15, 2005 reflecting receipt of the proceeds upon consummation of the IPO have been issued by the Company and are included as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of the press release announcing the consummation of the IPO is included as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. | Financial Statements and Exhibits |
(c) | Exhibits: |
Exhibit 99.1 | Audited Financial Statements | |
Exhibit 99.2 | Press release dated April 15, 2005 |
SIGNATURE
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.
Dated: September28, 2006 | MERCATOR PARTNERS ACQUISITION CORP. | |||||||
By: | /s/ Rhodric C. Hackman | |||||||
Rhodric C. Hackman | ||||||||
President |