Noncontrolling Interest

12 Months Ended

Dec. 31, 2023

Legacy AON Stockholders own 28,109,796 AON LLC Common Units, equal to a 67.8% of the economic interest in AON LLC. Legacy AON Stockholders also own 25,109,551 shares of Class B Common Stock and 3,000,245 Class B Prefunded Warrants, which, together with the AON LLC Common Units, may be redeemed at the option of the Legacy AON Stockholder on a one-for-one basis for shares of Class A Common Stock or the cash equivalent thereof (based on the market price of the shares of Class A Common Stock at the time of redemption) as determined by New AON. If New AON elects the redemption to be settled in cash, the cash used to settle the redemption must be funded through a private or public offering of Class A Common Stock no later than ten (10) business days after the redemption notice date. Upon the redemption of the AON LLC Common Units and Class B

Common Stock for shares of Class A Common Stock or the equivalent thereof, all redeemed shares of Class B Common Stock will be cancelled. The redemption value is determined based on a five-day volume weighted average price (”VWAP”) of the Class A common shares, subject to customary conversion rate adjustments for share splits, share dividends, and similar events affecting Class A Common Stock.

When applying SEC guidance concerning mezzanine classification, the Company understands that due to the NCI holders having control of the Board, if there is a sequence of remotely possible events that could trigger a redemption, this requires the instrument to be classified as temporary equity, without any regard to probability. Accordingly, though the redemption would require such a remotely possible sequence of events, and such remote sequence of events would also require, in management’s view, the Company to take extraordinary actions in order to allow such sequence of events to be remotely possible, the noncontrolling interest is currently classified as temporary equity. In the event that the Legacy AON Stockholders own less than 50% of the outstanding economic interest in AON LLC Common Units due to future redemptions, the noncontrolling interest will be presented as permanent equity.

The redeemable noncontrolling interest is recognized at the greater of (1) its initial fair value plus accumulated earnings/(losses) associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. At December 31, 2023, the redeemable noncontrolling interest was recorded based on its redemption value of $167.0 million which was greater than its carrying value by $160.7 million. This measurement adjustment decreased additional paid in capital by $17.6 million and retained earnings (deficit) by $143.1 million.

The following table summarizes the economic ownership of AON LLC, for the period beginning September 20, 2023, the Closing Date of the Reverse Recapitalization, and ending December 31, 2023 (Refer to Note 1).


	Period beginning September 20, 2023 and ending December 31, 2023
	AON LLC Units
	AON Inc.		Legacy AON Stockholders		Total
Beginning of Period	—		—		—
Common Units Issued as of Reverse Recapitalization(1)	6,692,979		28,109,796		34,802,775
Additional Common Units Issued	191		—		191
Repurchases of Common Units	(14,729)		—		(14,729)
Total Common Units as of December 31, 2023	6,678,441		28,109,796		34,788,237
Series A Preferred Units Issued	6,651,610		—		6,651,610
Total Units Issued	13,330,051		28,109,796		41,439,847
End of Period	13,330,051		28,109,796		41,439,847
Allocation of income to controlling and noncontrolling interests	32.2	%	67.8	%	100.0	%
Allocation of losses to controlling and noncontrolling interests(2)	19.2	%	80.8	%	100.0	%

(1) The 6,692,979 of AON Inc. Common Units issued as of the Reverse Recapitalization excludes 2,839,375 units, which is equivalent to the number of Sponsor Earnout Shares, that do not participate in profits and losses and are not included in the controlling interest percentage.

(2) As discussed in Note 15, Series A Preferred Stock are considered participating securities for basic and diluted loss per share, but do not participate in losses. As a result, the consolidated net loss of AON LLC, during the period of September 21, 2023 through December 31, 2023, were allocated to the NCI to reflect the absorption of the Legacy AON Stockholders to a portion of the consolidated net loss of AON LLC. Net losses were not attributed to Series A Preferred Stock.