Net Income (Loss) Per Share

6 Months Ended

Jun. 30, 2024

The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock and represents the period from January 1, 2024 to June 30, 2024. Class B Common Stock does not have economic rights in AON Inc., including rights to dividends or distributions upon liquidation, and as a result, is not considered a participating security for basic and diluted loss per share. As such, basic and diluted loss per share of Class B Common Stock has not been presented. Series A Preferred Stock are considered participating securities for basic and diluted loss per share, but do not participate in losses. As such, basic and diluted loss per share is computed using the two-class method. For additional information, see Notes 1 and 2.

Basic loss per share is based on the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted loss per share is based on the weighted-average number of shares of Class A Common Stock used for the basic loss per share calculation, adjusted for the dilutive effect of Public and Private Warrants, Restricted Stock Units, and Sponsor Earnouts, if any, using the “treasury stock” method and the convertible Series A Preferred Stock, Class B Common Stock, and Class B Prefunded Warrants, if any, using the “if-converted” method. Net loss for diluted loss per share is adjusted for the Company’s share of AON LLC’s consolidated net loss, net of AON Inc. taxes, after giving effect to Class B Common Stock and Class B Prefunded Warrants that are exchanged into potential shares of Class A Common Stock, Public and Private Warrants that are liability classified, and Series A Preferred Stock that accrue dividends, to the extent it is dilutive.


	Three Months Ended June 30,		Six Months Ended June 30,
	2024		2024
Net income (loss) attributable to AON Inc.	$	3,620,639	$	(4,220,410)
Less: Series A Preferred Cumulative Dividends	(1,375,293)		(2,735,473)
Less: Undistributed net income to participating securities	(855,688)		—
Net income (loss) attributable to Class A Common Stockholders	$	1,389,658	$	(6,955,883)
Less: Reallocation of net income (loss) attributable to Class A Common Stockholders as a result of the impact and conversion of dilutive securities	(5,555,951)		(23,574,645)
Net income (loss) attributable to Class A Common Stockholders for diluted earnings per share	$	(4,166,293)	$	(30,530,528)

Weighted-average shares for basic earnings per share	11,377,407		9,457,518
Effect of dilutive securities:
Series A Preferred Stock	—		—
Class B Common Stock	22,711,953		23,972,678
Class B Prefunded warrants	3,000,245		3,000,245
Restricted Stock Units	—		—
Weighted-average shares for diluted earnings per share	37,089,605		36,430,441

Basic income (loss) per share of Class A Common Stock	$	0.12	$	(0.74)
Dilutive income (loss) per share of Class A Common Stock	$	(0.11)	$	(0.84)

The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted loss per share for the periods presented as they were anti-dilutive. Note that the Sponsor Earnouts are excluded from the calculation of weighted-average shares for diluted loss per share as the contingency had not been met as of the period end.


	Three Months Ended June 30,	Six Months Ended June 30,
	2024	2024
Series A Preferred Stock	7,074,449	7,074,449
Class B Common Stock	—	—
Class B Prefunded Warrants	—	—
Public and Private Warrants	14,450,833	14,450,833
Restricted Stock Units	1,364,801	1,364,801