Net Loss per Share

12 Months Ended

Dec. 31, 2024

The following table sets forth the computation of basic and diluted net loss per share of Class A Common Stock. 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, Stock Options, 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.


$ in thousands, except share and per share data	Year Ended December 31,
	2024		2023
Net loss attributable to AON Inc.	$	(3,973)	$	(5,542)
Less: Series A Preferred Cumulative Dividends	(5,550)		(1,493)
Less: Series A Preferred Deemed Dividend	—		(2,089)
Net loss attributable to Class A Common Stockholders	$	(9,523)	$	(9,124)
Less: Reallocation of net loss attributable to Class A Common Stockholders as a result of the impact and conversion of Class B Common Stock	(19,770)		—
Less: Reallocation of net loss attributable to Class A Common Stockholders as a result of the impact and conversion of Class B Prefunded Warrants	(3,990)
Net loss attributable to Class A Common Stockholders for diluted loss per share	$	(33,283)	$	(9,124)
Weighted-average shares for basic loss per share	13,717,309		6,685,515

Effect of dilutive securities:
Class B Common Stock	20,787,257		—
Class B Prefunded warrants	3,000,245		—
Weighted average shares for diluted loss per share	$	37,504,811	$	6,685,515

Basic loss per share of Class A Common Stock	$	(0.69)	$	(1.36)
Dilutive loss per share of Class A Common Stock	$	(0.89)	$	(1.36)

Net loss attributable to AON Inc. for basic loss per share is allocated based on the controlling interest ownership in AON Inc. For dilutive loss per share, the NCI, which represents the Class B Common Stock and Class B Prefunded warrants, is converted into Class A Common Stock, therefore eliminating the NCI. As a result, net loss previously attributable to AON LLC is reallocated to the controlling interest, AON Inc. This reallocation of loss from AON LLC to AON Inc. adds incremental loss to the numerator of the dilutive net loss per share calculation, which ultimately yields dilutive EPS, despite basic already being in a net loss position. The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted loss per share for the period 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.


	2024	2023
Series A Preferred Stock	7,720,899	6,651,610
Class B Common Stock	—	25,109,551
Class B Prefunded Warrants	—	3,000,245
Public and Private Warrants	14,450,833	14,450,833
Restricted Stock Units	1,949,301	—
Options	385,000	—