Description of Organization and Business Operations - Additional Information (Details)
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6 Months Ended |
9 Months Ended |
12 Months Ended |
21 Months Ended |
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Jun. 10, 2019
USD ($)
PromissoryNote
$ / shares
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Jun. 05, 2019
USD ($)
$ / shares
shares
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Mar. 06, 2019
USD ($)
PromissoryNote
Founder
$ / shares
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Jan. 09, 2018
USD ($)
$ / shares
shares
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Dec. 12, 2017
USD ($)
Investor
$ / shares
shares
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Jun. 30, 2019
USD ($)
$ / shares
shares
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Jun. 30, 2019
USD ($)
$ / shares
shares
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Jun. 30, 2018
USD ($)
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Sep. 30, 2018
USD ($)
$ / shares
shares
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Jun. 30, 2019
USD ($)
$ / shares
shares
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Date of incorporation |
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Oct. 09, 2017
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| Sale of units in initial public offering | shares |
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14,375,000
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14,375,000
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| Sale of stock price per unit | $ / shares |
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$ 10.00
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$ 10.00
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$ 10.00
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$ 10.00
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$ 10.00
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| Proceeds from sale of Units, net of underwriting discounts paid |
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$ 141,162,440
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| Proceeds from sale of Private Placement Shares |
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4,982,560
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| Net proceeds from sale of units |
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$ 125,000,000
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25,000
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| Transaction costs |
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$ 3,252,059
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664,499
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| Underwriting fees |
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2,587,560
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| Payment of offering costs |
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664,499
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| Redeem shares of common stock | shares |
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6,825,464
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| Common stock, par value | $ / shares |
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$ 0.0001
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$ 0.0001
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$ 0.0001
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$ 0.0001
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$ 0.0001
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$ 0.0001
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| Percentage of stock sold in initial public offering |
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47.50%
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| Common stock redemption price |
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$ 77,800,000
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| Common stock, shares issued | shares |
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11,636,542
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4,397,901
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4,397,901
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4,152,789
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4,397,901
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| Common stock, shares outstanding | shares |
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11,636,542
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4,397,901
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4,397,901
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4,152,789
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4,397,901
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| Founders contribute to loan |
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$ 240,000
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| Aggregate principal amount |
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$ 1,437,500
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| Share price | $ / shares |
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$ 0.10
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| Period after initial public offering to complete business combination |
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15 months
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| Period of extension for deposits amount equal to initial public offering |
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3 months
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| Sale of stock, total deposit |
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25,000
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| Number of unsecured promissory notes issued | PromissoryNote |
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4
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| Number of founders | Founder |
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3
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| Decommissioning trust assets description |
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(i) the completion of the Business Combination; (ii) the redemption of the remaining outstanding shares of common stock included in the units sold in the Offering (the “public shares”) if the Company is unable to complete the Business Combination by December 12,, 2019; or (iii) pursuant to an authorized redemption of the public shares in connection with the stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem the remaining public shares if it does not complete the Kaleyra Business Combination by December 12, 2019.
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| Minimum percentage of fair market value of business acquisition to trust account balance |
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80.00%
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| Notes, interest rate description |
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Interest on the Notes will accrue at a fixed interest rate equal to the one-year U.S. dollar LIBOR interest rate published in The Wall Street Journal on the Closing Date, plus a margin of one percent (1%) per annum. Interest will be due and payable annually on each of (1) the date which is the twelve (12) month anniversary of the Closing Date and (2) on the date which is the twenty-four (24) month anniversary of the Closing Date. All interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.
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| Notes, interest rate |
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1.00%
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| Outstanding principal balance |
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50.00%
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| Percentage of remaining outstanding principal balance |
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100.00%
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| Number of business days after the Company receives such Financing Proceeds |
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10 days
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| Number of business days after the Company receives such Payoff Financing Proceeds |
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10 days
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| Notes converted description |
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Notes are not paid in full on or before the applicable Maturity Date, then at any time after the sixtieth (60th) business day after the Maturity Date, assuming payment in full has not been made prior to such date, the outstanding principal amount of the Notes, together with all accrued but unpaid interest on the Notes, may be converted into shares of Company Common Stock, in part or in whole, at the option of the holder of the Notes by providing written notice at least three (3) business days prior to the date of conversion. A conversion of any portion of the Note into shares of Company Common Stock will be effected at a conversion price equal to the Current Market Price as of the date of such conversion (the “Conversion Price”). The term “Current Market Price” means, generally, the average VWAP for the twenty (20) consecutive trading days ending on the date that is five (5) trading days prior to the date of conversion.
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| Amount held in the trust account |
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77,838,232
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$ 77,838,232
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$ 144,964,309
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$ 77,838,232
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| Cash and short-term investments |
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143,750,000
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143,750,000
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143,750,000
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143,750,000
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| Interest income earned |
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3,919,676
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1,593,432
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| Cash withdrawn from trust account interest income to pay tax obligations |
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70,180,359
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379,123
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1,328,585
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| Issuance of promissory notes |
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$ 1,437,500
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2,074,099
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| Extension contributions |
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240,000
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| Decrease in redemptions |
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70,180,359
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| Interest accured, but not yet credited to trust account |
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$ 155,566
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$ 155,566
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$ 221,157
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$ 155,566
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| Aggregate 2019 Earnout Shares |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Percentage of founder earnout shares |
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50.00%
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| Aggregate 2020 Earnout Shares |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Percentage of founder earnout shares |
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50.00%
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| Restricted Stock Units (RSUs) | Lock-Up |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Restricted stock units expected to vest | shares |
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1,018,181
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| Restricted Stock Units (RSUs) | Aggregate 2019 Earnout Shares |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Restricted stock units expected to vest | shares |
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136,367
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| Restricted Stock Units (RSUs) | Aggregate 2020 Earnout Shares |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Restricted stock units expected to vest | shares |
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136,361
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| Kaleyra |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Minimum required holding per share of common stock by a holder to be deemed as shares earned | $ / shares |
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$ 10.00
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| Notes Due and Payable on 15 Month Anniversary of Closing Date |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Outstanding principal balance |
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50.00%
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| Maximum |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Net interest to pay dissolution expenses |
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$ 100,000
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| Proceeds from equity financing |
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50,000,000.00
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| Cash received from payoff financing proceeds |
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$ 75,000,000.00
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| Non-convertible Unsecured Promissory Notes |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Number of non-convertible unsecured promissory notes issued | PromissoryNote |
4
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| Aggregate principal amount |
$ 240,000
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| Working Capital Notes |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Aggregate principal amount |
$ 91,667
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| Number of convertible unsecured promissory notes issued | PromissoryNote |
4
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| Share price | $ / shares |
$ 10.00
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| Second Closing of Offering |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Net proceeds from sale of units |
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18,750,000
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| Initial Public Offering |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Sale of units in initial public offering | shares |
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12,500,000
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| Gross proceeds from issuance of initial public offering |
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$ 125,000,000
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| Sale of stock price per unit | $ / shares |
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$ 0.10
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$ 0.10
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$ 0.10
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| Proceeds from sale of Units, net of underwriting discounts paid |
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$ 122,500,000
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| Sale of stock, total deposit |
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$ 1,437,500
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125,000,000
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| Initial Public Offering | Second Closing of Offering |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Proceeds from sale of Units, net of underwriting discounts paid |
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$ 18,662,440
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| Private Placement |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Sale of units in initial public offering | shares |
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489,500
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| Sale of stock price per unit | $ / shares |
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$ 10.00
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| Number of addtional investors | Investor |
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3
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| Gross proceeds from issuance of units in initial private placement |
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$ 4,895,000
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| Proceeds from sale of Private Placement Shares |
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$ 2,500,000
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| Common stock, par value | $ / shares |
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$ 0.0001
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| Sale of stock, total deposit |
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4,982,560
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| Private Placement | Second Closing of Offering |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Sale of stock price per unit | $ / shares |
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$ 10.00
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| Gross proceeds from issuance of units in initial private placement |
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$ 87,560
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| Number of additional units purchased by underwriters | shares |
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8,756
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| Over-Allotment Option |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Sale of stock price per unit | $ / shares |
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$ 10.00
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| Number of additional units purchased by underwriters | shares |
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1,875,000
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| Sale of stock, total deposit |
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$ 18,750,000
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| Over-Allotment Option | Second Closing of Offering |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Sale of stock price per unit | $ / shares |
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$ 10.00
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| Number of additional units purchased by underwriters | shares |
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1,875,000
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| Gross proceeds from issuance of units in over-allotment option |
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$ 18,750,000
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| Aggregate 2019 Earnout Shares | Proforma revenue | Earnout Shares, milestone 1 | Kaleyra |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Business combination, contingent consideration, liability, measurement input |
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30
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30
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30
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| Aggregate 2019 Earnout Shares | Proforma Adjusted EBITDA | Earnout Shares, milestone 1 | Kaleyra |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Business combination, contingent consideration, liability, measurement input |
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45
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45
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45
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| Aggregate 2020 Earnout Shares | Proforma revenue | Earnout Shares, milestone 2 | Kaleyra |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Business combination, contingent consideration, liability, measurement input |
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30
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30
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30
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| Aggregate 2020 Earnout Shares | Proforma Adjusted EBITDA | Earnout Shares, milestone 2 | Kaleyra |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Business combination, contingent consideration, liability, measurement input |
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45
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45
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45
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| Aggregate 2019 Earnout Shares or 2020 Earnout Shares | Earnout Shares Milestone Three | Kaleyra |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Earnout Reduction, description |
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Notwithstanding the above, to the extent that the requisite level of adjusted EBITDA for a fiscal year for the issuance of Earnout Shares is achieved but the requisite level of revenue is not so achieved, as long as the revenue for such fiscal year is at least eighty percent (80%) of the requisite level of revenue for the issuance of Earnout Shares, then the aggregate 2019 Earnout Shares or 2020 Earnout Shares, as applicable, will be deemed earned and issuable, but in an amount reduced by 0.5% for every 1.0% revenue for such fiscal year is below the revenue target for such fiscal year (the “Earnout Reduction”)
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| Minimum requisite level of revenues, percentage, to deem as shares earned and issuable |
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80.00%
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80.00%
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80.00%
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| Percentage of shares reduced for reduction in revenue target |
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0.50%
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0.50%
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0.50%
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| Percentage of revenues used to reduce shares issuable due to reduction in revenue target |
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1.00%
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1.00%
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1.00%
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| Lock-Up | Minimum |
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| Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] |
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| Sale of stock price per unit | $ / shares |
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$ 12.00
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$ 12.00
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$ 12.00
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