0001839998-23-000007 | 10-Q | XBRL Viewer | American Oncology Network INC

Current portion of finance lease liabilities (included in accrued other)

^[2]

7,123

9,177

630

425

Current portion of operating and finance lease liabilities

7,753

9,602

Long-term

Long-term finance lease liabilities (included in other long-term liabilities)

^[3]

42,261

37,224

2,126

1,619

Total lease liabilities

$ 52,140

$ 48,445

[1]	Includes related party operating right-of-use assets, net of $11,476 and $13,077 at September 30, 2023 and December 31, 2022, respectively
[2]	Includes related party current portion of operating lease liabilities of $1,912 and $1,836 at September 30, 2023 and December 31, 2022, respectively
[3]	Includes related party long-term operating lease liabilities of $9,994 and $11,631 at September 30, 2023 and December 31, 2022, respectively

Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions					2 Months Ended	3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 21, 2023	Sep. 20, 2023	Jun. 07, 2023	Mar. 04, 2020	Jul. 31, 2023	Sep. 30, 2023	Sep. 20, 2023	Sep. 30, 2023	Dec. 31, 2022	Jun. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Invested capital contributions						$ 65.0		$ 65.0
Accrued dividend rate (in percent)								8.00%
Common Class A
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common unit, units outstanding (in units)						0		0	19,495,376	19,495,376	19,495,376	19,495,376	19,495,376
Accrued dividend rate (in percent)				8.00%
Class A and A-1 preferred returns and tax distributions			$ 4.0
Common stock, shares issued (in shares)	718,549		439,176
Common Class A-1
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common unit, units outstanding (in units)						0		0	1,842,520	2,281,696	1,842,520	1,842,520	1,842,520
Shares issued (in shares)	284		174
Accrued dividend rate (in percent)				4.00%
Class A and A-1 preferred returns and tax distributions			$ 4.1
Shares issued (in shares)		$ 7.2	$ 2.5				$ 9.7
Common Class B
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common unit, units outstanding (in units)						0		0	4,703,628	4,703,628	4,703,628	4,703,628	4,703,628
Class B-1
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock compensation expense						$ 4.9
Grants in period (in units)					415
Class C
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Temporary equity, redeemable period								5 years
Option to purchase additional units (in shares)			378
Purchase price of additional units (in dollars per share)			$ 26,423
Anti-dilution feature at fair value										$ 1.4
Stockholders
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of days after five year anniversary						30 days		30 days
AON Inc.
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stockholders' equity, conversion, threshold volume weighted average price period						30 days		30 days
Stockholders' equity, conversion, threshold stock price (in dollars per share) (less than) (greater than)								$ 16.00
AON LLC
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of units (in units)						34,724,025		34,724,025
Anti-Dilution Feature
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Changes in fair value adjustments of warrants and derivative liabilities						$ 4.7		$ 9.8
Option Feature
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Changes in fair value adjustments of warrants and derivative liabilities						$ (1.4)
AON LLC \| Common Class A
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common unit authorized (in units)									19,495,376
Issuance of units (in units)									19,495,376
Common unit, units outstanding (in units)									19,495,376
AON LLC \| Common Class A-1
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common unit authorized (in units)									3,000,245
Issuance of units (in units)									1,842,520
Common unit, units outstanding (in units)									1,842,520
AON LLC \| Common Class B
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of units (in units)									5,614,176
Units vested (in units)									4,703,628
Units vested upon consummation of business combination (in units)									910,548
Stock compensation expense									$ 0.1
Common Class A
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued (in shares)		1,047,343
Stockholders' equity, conversion, threshold volume weighted average price period						5 days		5 days
Common stock, shares issued (in shares)						9,453,604		9,453,604
Series A Preferred Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Class A-1 distribution (in shares)		151,610
Stock price (in usd per share)						$ 10.00		$ 10.00
Series A Preferred Stock \| Stockholders
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stockholders' equity, conversion, threshold volume weighted average price period						30 days		30 days
Stockholders' equity, conversion, threshold stock price (in dollars per share) (less than) (greater than)								$ 10.00
Threshold stock price, conversion price adjustment (in usd per share)								$ 5.00
Series A Preferred Stock \| AEA Growth Management LP
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued (in shares)		6,651,610
Series A Preferred Stock \| Dividends Paid, Event Prior to June 7, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued dividend rate (in percent)								125.00%
Series A Preferred Stock \| Dividends Paid, Event Prior to June 7, 2025, After June 7, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued dividend rate (in percent)								120.00%
Series A Preferred Stock \| Dividends Paid, Event Prior to June 7, 2026, After June 7, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued dividend rate (in percent)								115.00%
Series A Preferred Stock \| Dividends Paid, Event Prior to June 7, 2027, After June 7, 2026
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued dividend rate (in percent)								110.00%
Series A Preferred Stock \| Dividends Paid, Event Prior to June 7, 2028, After June 7, 2027
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued dividend rate (in percent)								105.00%
Series A Preferred Stock \| Dividends Paid, Event After June 7, 2028
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Accrued dividend rate (in percent)								100.00%

Business Combinations	9 Months Ended
Business Combinations	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Business Combinations	Business Combinations 2022 Acquisitions During the nine months ended September 30, 2022, the Company entered into a purchase agreement acquiring control of Northern Arizona Hematology and Oncology on January 1, 2022 for an aggregate purchase price of less than $0.1 million. Because the acquisition of Northern Arizona Hematology and Oncology was on the first day of the fiscal period, the Company’s results for the three and nine months ended September 30, 2022 include the results of the acquired practice. In connection with each of the Company’s business combinations (the “Transactions”), the Company executed employment agreements with the selling physicians to become employees of AON Partners and/or Partners of Maryland. Additionally, for each transaction the Company and selling physicians entered into a separate unwind agreement granting each other a unilateral option that may be exercised by either party and effectively returns the acquired business to the selling physicians if exercised. In the event the Company or seller exercise their unwind rights, the selling physicians are required to repay the original purchase price for the assets that were sold in the Transaction plus any assets that were acquired after the Transaction, less any accumulated depreciation or amortization with respect to the assets. The selling physicians are also required to assume all contracts associated with their practice. Additionally, in the event of unwind, the selling physicians are entitled to any severance amounts that are due to them under their employment agreement with AON Partners and their employment is terminated on the unwind date. As of September 30, 2023 and December 31, 2022, no liability has been recorded related to the unwind agreements as neither the Company nor any selling physicians have exercised their unwind rights and therefore no payments are considered probable to the selling physicians.

Reverse Capitalization - Narrative (Details) $ in Thousands			3 Months Ended		9 Months Ended
Reverse Capitalization - Narrative (Details) $ in Thousands	Sep. 30, 2023 USD ($) person	Sep. 20, 2023 USD ($)	Sep. 30, 2023 USD ($) person	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) person	Sep. 30, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Gain (Loss) On Reverse Recapitalization					$ 18,200
Transaction expenses		$ 13,000	$ 24,603	$ 151	$ 29,886	$ 151
Public and Private Warrants
Restructuring Cost and Reserve [Line Items]
Gain (loss) on issuance of warrants	$ (5,200)
Fair Value Adjustment of Warrants	$ 4,300
AON Inc.
Restructuring Cost and Reserve [Line Items]
Number of board of managers designated by company \| person	3		3		3
AON Common Unit
Restructuring Cost and Reserve [Line Items]
Number of board of managers designated by majority common unit holders \| person	2		2		2

Related Parties - Narrative (Details)
$ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

USD ($)

office

Sep. 30, 2022

USD ($)

Sep. 30, 2023

USD ($)

office

Sep. 30, 2022

USD ($)

Dec. 31, 2022

USD ($)

Notes receivable, amortization period (in months)

60 months

Incremental borrowing rate

7.14%

1.57%

Payments for operating leases

$ 7,678

$ 9,788

Number of offices with operating lease | office

$ 310,894

$ 267,647

$ 880,827

^[1]

780,658

^[1]

Payments for operating leases

$ 600

600

$ 1,900

1,900

271,790

236,077

777,478

682,671

268,000

$ 239,000

774,000

$ 682,000

Concentration risk (in percentage)

$ 113,000

$ 102,100

86.00%

89.00%

88.00%

86.00%

Concentration risk (in percentage)

94.00%

[1]	Includes related party inventory expense of $271,790 and $236,077 and $777,478 and $682,671 for the three and nine months ended September 30, 2023 and 2022, respectively.

Redeemable Noncontrolling Interest - Schedule of Ownership (Details) - AON LLC	Sep. 30, 2023 shares
Equity, Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance (in units)	0
Common Units issued (in units)	34,724,025
Series A Preferred Units Issued	6,651,610
Total Units Issued	41,375,635
Ending balance (in units)	41,375,635
Allocation of income to controlling and noncontrolling interests (in percent)	1
Allocation of losses to controlling and noncontrolling interests (in percent)	1
AON Inc.
Equity, Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance (in units)	0
Common Units issued (in units)	6,614,229
Series A Preferred Units Issued	6,651,610
Total Units Issued	13,265,839
Ending balance (in units)	13,265,839
Allocation of income to controlling and noncontrolling interests (in percent)	0.321
Allocation of losses to controlling and noncontrolling interests (in percent)	0.190
Common unit excluded from issuance (in units)	2,839,375
Legacy AON Shareholders
Equity, Attributable to Noncontrolling Interest [Roll Forward]
Beginning balance (in units)	0
Common Units issued (in units)	28,109,796
Series A Preferred Units Issued	0
Total Units Issued	28,109,796
Ending balance (in units)	28,109,796
Allocation of income to controlling and noncontrolling interests (in percent)	0.679
Allocation of losses to controlling and noncontrolling interests (in percent)	0.810

Marketable Securities

9 Months Ended

Sep. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

The following table summarizes the Company’s marketable securities financial assets that are measured at fair value on a recurring basis:


	As of September 30, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash equivalents (1)
Level 1:
Overnight repurchase agreements (2)	$	28,272	$	-	$	-	$	28,272
Money market funds	773		-		-		773
U.S. Treasury Bills	18,606		-		-		18,606
Level 1 total	$	47,651	$	—	$	—	$	47,651
Marketable securities
Level 2:
Corporate bonds	13,980		62		(38)		14,004
U.S. Treasury securities	11,981		52		(4)		12,029
Level 2 total	25,961		114		(42)		26,033
Total	$	73,612	$	114	$	(42)	$	73,684


	As of December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash equivalents (1)
Level 1:
Money market funds	$	109	$	-	$	-	$	109
Marketable securities
Level 2:
Corporate bonds	7,742		6		(125)		7,623
U.S. Treasury securities	2,226		6		(4)		2,228
Level 2 total	9,968		12		(129)		9,851
Total	$	10,077	$	12	$	(129)	$	9,960

(1)Included in cash and cash equivalents in the Consolidated Balance Sheets at September 30, 2023 and December 31, 2022.

(2)Cash equivalents as of September 30, 2023 included U.S. Treasury Bills with an initial maturity of 3 months or less and overnight repurchase agreements in which cash from the Company's main operating checking account is invested overnight in highly liquid, short-term investments sponsored by a large financial institution. The company had no such investments as of December 31, 2022.

The Company uses quoted prices in active markets for identical assets to determine the fair value of its Level 1 investments. The fair value of the Company’s Level 2 investments is determined using pricing based on quoted market prices or alternative market observable inputs.

The fair value of the Company’s marketable securities as of September 30, 2023, by remaining contractual maturities, were as follows:


	Corporate Bonds		U.S. Treasuries		Total
Due in one year or less	$	4,805	$	8,385	$	13,190
Due in one to five years	9,199		3,644		12,843
Total	$	14,004	$	12,029	$	26,033

Equity - Schedule of Changes in Units (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Common Class A
Reverse Recapitalization, Change In Value Of Units [Roll Forward]
Beginning of Period	$ 7,725	$ 7,725	$ 7,725	$ 7,725
Issuance of Units	0	0	0	0
Impact of the Reverse Recapitalization	(7,725)	0	(7,725)	0
End of Period	$ 0	$ 7,725	$ 0	$ 7,725
Reverse Recapitalization, Change In Units [Roll Forward]
Beginning balance (in units)	19,495,376	19,495,376	19,495,376	19,495,376
Issuance of units (in units)	0	0	0	0
Impact of the Reverse Recapitalization (in units)	(19,495,376)	0	(19,495,376)	0
Ending balance (in units)	0	19,495,376	0	19,495,376
Common Class A-1
Reverse Recapitalization, Change In Value Of Units [Roll Forward]
Beginning of Period	$ 31,040	$ 28,500	$ 28,500	$ 28,500
Issuance of Units	7,185	0	9,725	0
Impact of the Reverse Recapitalization	(38,225)	0	(38,225)	0
End of Period	$ 0	$ 28,500	$ 0	$ 28,500
Reverse Recapitalization, Change In Units [Roll Forward]
Beginning balance (in units)	2,281,696	1,842,520	1,842,520	1,842,520
Issuance of units (in units)	718,549		1,157,725
Impact of the Reverse Recapitalization (in units)	(3,000,245)		(3,000,245)
Ending balance (in units)	0	1,842,520	0	1,842,520
Common Class B
Reverse Recapitalization, Change In Value Of Units [Roll Forward]
Beginning of Period	$ 80	$ 90	$ 80	$ 80
Issuance of Units	10	5	10	15
Impact of the Reverse Recapitalization	(90)	0	(90)
End of Period	$ 0	$ 95	$ 0	$ 95
Reverse Recapitalization, Change In Units [Roll Forward]
Beginning balance (in units)	4,703,628	4,703,628	4,703,628	4,703,628
Issuance of units (in units)	910,548	0	910,548	0
Impact of the Reverse Recapitalization (in units)	(5,614,176)	0	(5,614,176)	0
Ending balance (in units)	0	4,703,628	0	4,703,628

Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

General and administrative expenses

$ 310,894

$ 267,647

$ 880,827

^[1]

$ 780,658

^[1]

25,199

23,432

72,831

^[2]

66,155

^[2]

Related Party

General and administrative expenses

271,790

236,077

777,478

682,671

$ 679

$ 655

$ 2,037

[1]	Includes related party inventory expense of $271,790 and $236,077 and $777,478 and $682,671 for the three and nine months ended September 30, 2023 and 2022, respectively.
[2]	Includes related party rent of $679 and $655 and $2,037 and $2,037 for the three and nine months ended September 30, 2023 and 2022, respectively.

The aggregate cost of goods produced and sold and services rendered during the reporting period.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company is a member of American Oncology Network, LLC, which is treated as a partnership for U.S. federal and certain state and local income taxes. As a partnership, American Oncology Network, LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by American Oncology Network, LLC is passed through to and included in the taxable income or loss of its members, including the Company, on a pro-rata basis. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to the allocable share of any taxable income of American Oncology Network, LLC. Additionally, other corporate entities within the Company's structure are subject to income taxes. These corporate entities continue to generate losses and continue to maintain a valuation allowance against their net deferred tax assets. The Company’s effective income tax rate was (1.1)% and —% for the three months ended September 30, 2023 and 2022, respectively. The provision for income taxes was $315 and $0 for the three months ended September 30, 2023 and 2022, respectively. The Company’s effective income tax rate was (0.8)% and —% for the nine months ended September 30, 2023 and 2022, respectively. The provision for income taxes was $315 and $0 for the nine ended September 30, 2023 and 2022, respectively. The change to the income tax provision for the three and nine months ended September 30, 2023 compared to the income tax provision for the three and nine months ended September 30, 2022 was primarily a result of the transaction closing on September 20, 2023, resulting in a portion of the Company's consolidated pre-tax earnings, which were previously not subject to income taxes, flowing into a taxable corporation included in the Company's post transaction structure. The effective income tax rate for the three and nine months ended September 30, 2023 and 2022 differed from the federal statutory rate primarily due to certain legal entities in the Company's structure being treated as partnerships for income tax purposes and, therefore, a significant portion of its income not being subject to income tax. Additionally, certain corporate entities within the Company's structure continue to maintain a full valuation allowance against their net deferred tax assets.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

Schedule of Related Party Transactions

Related Parties (Tables)

9 Months Ended

Sep. 30, 2023


	As of September 30, 2023		As of December 31, 2022		Original Principal		Issue Date	Maturity Date
Notes receivable
Note 2	$	1,027	$	1,057	$	5,355	5/1/2019	4/30/2024
Note 3	42		119		491		6/1/2019	5/31/2024
Note 6	-		351		1,111		5/22/2020	5/22/2023
Note 8	2,065		2,221		2,816		5/1/2020	5/1/2025
Note 9	-		125		125		1/24/2022	6/30/2023
Total notes receivables	3,134		3,873
Less: Current portion of notes receivable	$	(1,630)	(1,797)
Notes receivable, less current portion	$	1,504	$	2,076

Reverse Capitalization

9 Months Ended

Sep. 30, 2023

Reverse Recapitalization [Abstract]

Reverse Recapitalization

Reverse RecapitalizationAs discussed in Note 1, AON LLC merged with DTOC, with AON LLC surviving the Merger. AON LLC is governed by a board of managers composed of three (3) persons that were designated by New AON and two (2) persons that were designated by holders of a majority of the AON LLC Common Units, held by members of AON LLC other than New AON. Management determined AON LLC was not a variable interest entity (Refer to Note 2), and as result, identified AON LLC as the accounting acquirer of the Merger in accordance ASC Topic 805. Management concluded that AON LLC was the accounting acquirer due to (i) the Legacy AON Shareholders, defined as the former AON Class A, Class A-1, and Class B unit holders, receiving the largest portion of the voting rights in the combined company, New AON, (ii) significantly all of the Legacy AON Shareholders retained their equity interest as stockholders in New AON, (iii) AON LLC’s operations prior to the Reverse Recapitalization comprising the only ongoing operations of New AON, (iv) the Legacy AON Shareholders have the right to appoint a majority of the directors of New AON, (v) the executive management of AON LLC will become the executive management of New AON and (vi) AON LLC is significantly larger than New AON in terms of revenue, total assets, and employees. Therefore, the Merger was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with ASC Topic 805. New AON was treated as the “acquired” company for financial reporting purposes, and for accounting purposes, the Reverse Recapitalization was treated as the equivalent of AON LLC issuing stock for the net assets of New AON, accompanied by a recapitalization. The net assets of New AON were recorded at historical cost on the condensed consolidated balance sheet as of

September 20, 2023, the Closing Date of the Reverse Recapitalization, with no goodwill or other intangible assets recorded. For additional information on the capitalization of New AON and AON LLC immediately following the Closing of the Reverse Recapitalization, see Note 1.

The following table provides the historical cost of assets and liabilities of AON Inc. as of September 20, 2023.


	As of September 30, 2023
Cash and Cash Equivalents	$	1,493
Current Liabilities	(13,295)
Long Term Liabilities	(6,791)
Total Net Liabilities	$	(18,593)

The Company recorded a Day 1 expense as of the Closing of the Business Combination equal to $18.2 million. Of that total amount, $13.0 million was recorded in transaction expenses on the condensed consolidated statement of operations and comprehensive loss. The remaining $5.2 million was recorded in other income (expense) net on the condensed consolidated statement of operations and comprehensive loss. This amount represented the loss on the issuance of Public and Private Warrants, as of the Closing, net of cash received. The Company also recorded a $4.3 million gain in other income (expense), net related to the change in the fair value of the Public and Private Warrants during the period of September 21, 2023 through September 30, 2023.

Net Loss Per Share - Antidilutive Securities (Details)	9 Months Ended
Net Loss Per Share - Antidilutive Securities (Details)	Sep. 30, 2023 shares
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of earnings per share (in shares)	6,651,610
Common Class B
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of earnings per share (in shares)	25,109,551
Class B Prefunded Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of earnings per share (in shares)	3,000,245
Public and Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares excluded from computation of earnings per share (in shares)	14,450,883

Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Cash flows from operating activities

Net income (loss) before noncontrolling interest

$ (40,797)

$ 1,227

Adjustments to reconcile net income (loss) to net cash provided by operating activities

Depreciation and amortization

6,368

5,318

Amortization of debt issuance costs

570

458

Deferred income taxes

Amortization of operating right-of-use assets

^[1]

6,194

7,766

Changes in fair value adjustments of warrants and derivative liabilities

9,334

Equity-based compensation

4,875

Equity in loss of affiliate

251

Gain on sale of property and equipment

(2)

Changes in operating assets and liabilities, net of reverse recapitalization:

Patient accounts receivable, net

(4,941)

(15,223)

Prepaid expenses and other current assets

^[2]

(1,367)

876

(775)

641

Other receivables

(8,546)

(211)

Other assets

(2,107)

(376)

Accrued compensation related costs

^[3]

13,889

9,586

8,744

4,456

Accrued other

6,290

(1,563)

Operating lease liabilities

^[4]

(5,625)

(8,252)

Medicare advance payments

(3,742)

Other long-term liabilities

1,410

654

Net cash (used) provided by operating activities

(6,160)

1,630

Cash flows from investing activities

Purchase of property and equipment

(9,527)

(5,051)

Proceeds from disposals of property and equipment

1,137

Purchases of marketable securities

(20,824)

(11,949)

Proceeds from sales of marketable securities

4,933

1,956

Issuance of notes receivable - related parties

(243)

Collections on notes receivable - related parties

740

1,091

Net cash used in investing activities

(24,673)

(13,059)

Cash flows from financing activities

Borrowings on long-term debt

16,250

Issuance of redeemable convertible Class C Units

64,996

Class A and A-1 preferred returns and tax distributions

(9,481)

Repayments on finance lease liabilities

(387)

(321)

Contribution from noncontrolling interest

134

Cash paid for debt financing costs

(446)

(171)

Proceeds from reverse recapitalization

1,494

Net cash provided by financing activities

55,560

15,758

Net increase (decrease) in cash and cash equivalents

24,727

4,329

Beginning of period

26,926

32,354

End of period

51,653

36,683

Supplemental noncash investing and financing activities

Unpaid offering costs relating to the reverse recapitalization

2,745

Right-of-use assets and lease liabilities removed in termination of lease

1,254

Changes in accounts payable for capital additions to property and equipment

159

Disposal of property and equipment in exchange for reduction in finance lease liability

Series A Preferred Stock

Cash flows from financing activities

Offering costs

$ (750)

$ 0

[1]	Includes related party amortization of operating right-of-use assets of $1,601 and $1,536 for the nine months ended September 30, 2023 and 2022, respectively.
[2]	Includes changes in related party balances of ($1,299) and $832 for the nine months ended September 30, 2023 and 2022, respectively.
[3]	Includes changes in related party balances of $10,627 and $23,309 for the nine months ended September 30, 2023 and 2022, respectively.
[4]	Includes changes in related party balances of ($1,835) and ($1,446) for the nine months ended September 30, 2023 and 2022, respectively.

Basis of Presentation and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. Management believes the unaudited condensed consolidated financial statements for the interim periods presented contain all necessary adjustments, of a normal recurring nature, to state fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the interim periods presented. These condensed consolidated financial statements were prepared on the same basis as and should be read in conjunction with the Company’s annual consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements and related notes thereto of AON LLC and its wholly-owned subsidiaries, included in the proxy statement/prospectus of Digital Transformation Opportunities Corp., dated July 18, 2023 (the “Proxy Statement/Prospectus"). Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results the Company expects for the entire year.

For the three and nine months ended September 30, 2023, these unaudited condensed consolidated financial statements reflect the consolidated results of operations, comprehensive income (loss), cash flows and changes in equity of AON LLC and its wholly-owned subsidiaries for the period of January 1, 2023 through September 20, 2023, the Closing Date of the Reverse Recapitalization, and the consolidated results of operations, comprehensive income (loss), cash flows and changes in stockholders’ equity of AON Inc. and its consolidated subsidiaries, including AON LLC, for the period of September 21, 2023 through September 30, 2023. The condensed consolidated balance sheet at September 30, 2023 presents the financial condition of AON Inc. and its consolidated subsidiaries, including AON LLC, and reflects the initial recording of the assets and liabilities of AON Inc. at their historical cost (see Note 3). All intercompany balances and transactions of AON LLC prior to the Reverse Recapitalization have been eliminated. All intercompany balances and transactions of AON Inc. after the Reverse Recapitalization have been eliminated.

For the three and nine months ended September 30, 2022, these unaudited condensed consolidated financial statements present the consolidated results of operations, comprehensive income (loss), cash flows and changes in equity of AON LLC. The condensed consolidated balance sheet as of December 31, 2022 presents the financial condition of AON LLC and its wholly-owned subsidiaries. All intercompany balances and transactions of AON LLC have been eliminated.

In accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, the historical equity of AON LLC has been recasted in all periods up to the Closing Date, to reflect the number of shares of New AON’s Class A Common Stock and Class B Common Stock issued to Legacy AON Shareholders in connection with the Reverse Recapitalization. The Company recasted the units outstanding related to the historical AON LLC Class A, Class A-1, and Class B units prior to the Reverse Recapitalization (“Historical AON LLC Equity”) as common equity of New AON, equal to the Per Company Class Unit Exchange Ratio, pursuant to the Business Combination Agreement.

The Per Company Unit Exchange Ratio at which AON LLC Class A units and Class A-1 units were reclassified is equal to 2,524 AON Common Units. The Per Company Unit Exchange Ratio at which AON LLC Class B units were reclassified varied depending on participation threshold, and is equal to 2,524, 2,453, or 1,976, AON Common Units. The Per Company Unit Exchange Ratio at which Class C units were reclassified is equal to 2,705 AON LLC Series A Preferred Units.

The condensed consolidated financial statements and related notes thereto give effect to the conversion for all periods presented, without any change to par value or per unit amounts. The condensed consolidated financial statements do not necessarily represent the capital structure of New AON had the Reverse Recapitalization occurred in prior periods. The Company has not made retroactive adjustments related to the historical book values of Historical AON LLC Equity as the adjustments were considered immaterial.

For both the three and nine months ended September 30, 2023, $1.7 million of the consolidated net loss of AON LLC were attributable to the Class A Common Stockholders, and reflects the Class A Common Stockholders’ absorption of 19.0% of the consolidated net loss of AON LLC for the period of September 21, 2023 through September 30, 2023. For both the three and nine months ended September 30, 2023, $11.9 million of the consolidated net losses of AON LLC were attributable to the noncontrolling interest, and reflects the Legacy AON Shareholders’ absorption of 81.0% of the consolidated net losses of AON LLC for the period of September 21, 2023 through September 30, 2023. For the three and nine months ended September 30, 2023, $15.5 million and $27.0 million of the consolidated net losses of AON LLC were attributable to the Legacy AON Shareholders, respectively, to reflect their absorption of 100% of the consolidated net losses of AON LLC pertaining to the days prior to the Reverse Recapitalization. For the three and nine months ended September 30, 2022, net income of $5.6 million and $1.2 million were attributable to the Legacy AON Shareholders, respectively, to reflect their absorption of 100% of AON LLC’s net income pertaining to the periods prior to the Reverse Recapitalization.

Principles of Consolidation

For the period of September 21, 2023 through September 30, 2023, the condensed consolidated financial statements include the accounts of the Company, AON, Inc., American Oncology Network, LLC (“AON LLC”) and its wholly owned subsidiary American Oncology Management Company, LLC (“AOMC”), and its consolidated variable interest entities (“VIEs”) American Oncology Partners, P.A. (“AON Partners”), American Oncology Partners of Maryland, P.A. (“Partners of Maryland”), AON Central Services, LLC (“AON Central Services”), and Meaningful Insights Biotech Analytics, LLC (“MIBA”). All intercompany accounts and transactions between the entities have been eliminated in consolidation.

Refer to Note 1 for the accounting treatment of the Business Combination.

For the periods prior to the Reverse Recapitalization, the consolidated financial statements of the Company comprise the accounts of AON LLC and its wholly-owned subsidiaries. All intercompany accounts and transactions among AON LLC and its consolidated subsidiaries were eliminated.

The Company accounts for American Oncology Network, LLC, AON Partners, Partners of Maryland, AON Central Services, and MIBA in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidations. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a VIE. A VIE is broadly defined as an entity that has any of the following three characteristics: (i) the equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (ii) substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights; or (iii) the equity investors as a group lack any of the following, the power through voting or similar rights to direct the activities of the entity that most significantly impact the entity’s economic performance, the obligation to absorb the expected losses of the entity, or the right to receive the expected residual returns of the entity. The Company consolidates a VIE if it has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively, if any.

AON LLC has contractual relationships with AON Partners, Partners of Maryland and AON Central Services and the physician owners through management service agreements (“MSAs”) and other contractual agreements to

provide all practice management services outside of medical services provided by the physicians. In addition, despite not being required by the contractual relationships, AON LLC regularly provides funding to support AON Partners and Partners of Maryland’s operations and acquisitions of physician practices. AON Central Services was formed July 15, 2022 and, effective January 1, 2023, entered into an agreement with AOMC to provide qualified non-clinical and non-medical employees to AOMC to support the operation of the physician practices. MIBA was established during the first quarter of 2023 for the purpose of developing intellectual property to synergize the collection, de-identification, and dissemination of the Company’s patient data for sale to external parties for research, development, and clinical decisions. In May 2023, the Company contributed $0.2 million for a 56% interest in the equity of MIBA. As of September 30, 2023, MIBA had no significant operating activity. The Company concluded that AON LLC had a controlling financial interest in MIBA and has consolidated the entity at September 30, 2023 and recorded the noncontrolling interest in equity. The Company has concluded that AON Partners, Partners of Maryland, AON Central Services, and MIBA are all VIEs in which AON LLC has the characteristics of a controlling financial interest and is deemed to be the primary beneficiary. The variable interest subjects AON LLC to all potential losses in the entities and, therefore, requires AON LLC, and in turn AON Inc., to consolidate the results of AON Partners, Partners of Maryland, AON Central Services, and MIBA in its condensed consolidated financial statements.

Accounting Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Segments

Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (the “CODM”). The Company’s CODM is its chief executive officer who reviews financial information together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. The Company has one operating segment and one reportable segment that are structured around the organizational management of oncology practice operations. All revenue and assets are in the United States.

Revenue Recognition

Revenue is recognized under Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (“Topic 606”). The Company determines the transaction price based upon standard charges for goods and services with anticipated consideration due from patients, third-party payors (including health insurers and government agencies) and others. The Company’s revenue is primarily derived from patient service revenues, which encompass oncology services provided during patient visits and shipments of pharmacy prescriptions. Performance obligations for the Company’s services provided to patients and most procedures, are satisfied over the time of visit which is the same day services are performed. Performance obligations relating to pharmacy revenue are considered fully satisfied at a point in time upon the customer receiving delivery of the prescription. Accordingly, the Company does not anticipate a significant amount of revenue from performance obligations satisfied (or partially satisfied) in previous periods, and any such revenue recognized during the three and nine month periods ended September 30, 2023 and 2022 was immaterial. Additionally, the Company does not expect to recognize material revenue in the future related to performance obligations that are unsatisfied (or partially

satisfied) as of September 30, 2023 and December 31, 2022. Approximately $238.9 million and $213.8 million and $678.1 million and $606.0 million of the Company’s revenues are generated from services performed during patient visits with the remainder primarily generated from shipments of pharmacy prescriptions for the three and nine month periods ended September 30, 2023 and 2022, respectively.

As services are performed and prescriptions are shipped, timely billing occurs for services rendered and prescriptions shipped less discounts provided to uninsured patients and contractual adjustments to third-party payors based upon prospectively determined rates and discounted charges. Payment is requested at the time of service for self-paying patients and for patients covered by third-party payors that are responsible for paying deductibles and coinsurance.

The Company monitors revenue and receivables to prepare estimated contractual allowances for the anticipated differences between billed and reimbursed amounts. Payments from third-party payors and Government programs including Medicare and Medicaid may be subject to audit and other retrospective adjustments. Such amounts are considered on an estimated basis when net patient revenue is recorded and are adjusted as final adjustments are determined. For the three and nine month periods ended September 30, 2023 and 2022, such resulting historic adjustments have been immaterial to the condensed consolidated financial statements.

In assessing who is the principal in providing patient services and pharmacy prescriptions, the Company considered who controls the provision of services and prescriptions. The Company has determined they are acting as a principal in these relationships.

In April 2022, the Company entered into a long-term arrangement to sponsor and manage a clinical trial. The Company subsequently contracted with a third-party to provide the clinical research services and is the principal in this arrangement. The performance of clinical research services are considered a single performance obligation because the Company provides a highly-integrated service. Revenue is recognized for the single performance obligation over time due to the Company’s right to payment for work performed to date. The contract provides for invoices based on predetermined milestones.

The Company uses the cost-to-cost measure of progress for the Company’s contract because it best depicts the transfer of control to the customer as the performance obligation is fulfilled. For this method, the Company compares the contract costs incurred to date to the estimated total contract costs through completion. As part of the client proposal and contract negotiation process, the Company develops a detailed project budget for the direct costs and reimbursable costs based on the scope of the work, the complexity of the study, the geographical location involved and the Company’s historical experience. The estimated total contract costs at the project level are reviewed and revised periodically throughout the life of the contract, with adjustments to revenue resulting from such revisions being recorded on a cumulative basis in the period in which the revisions are identified. Contract costs consist primarily of direct labor and other reimbursable project-related costs such as travel, third-party vendor costs and investigator fees. The Company establishes pricing based on the Company’s internal pricing guidelines, discount agreements, if any, and negotiations with the client. The transaction price is the contractually defined amount. Revenue related to the clinical trial, which is included within other revenue, was $2.2 million and $1.0 million and $3.7 million and $3.1 million for the three and nine months ended September 30, 2023 and 2022, respectively.

The Company has a system and estimation process for recording Medicare net patient service revenue and estimated recoupments as it relates to value-based care (“VBC”) revenue included in patient service revenue in the condensed consolidated statements of operations and comprehensive loss. The Company’s VBC revenue is primarily generated through its participation in the CMS Oncology Care Model (“OCM”) which is an episode-based payment model to promote high-quality cancer care. Participants enter six-month episode periods, and the Company bills a monthly fee during the six-month period based on a fixed rate per participant per month and the total number of participants. Certain quality and compliance metrics are tracked as part of the program and submitted to CMS at the end of the episode period which may result in recoupment of funds. The Company estimates the recoupment amount by developing a recoupment percentage for each period based on historical known recoupment from CMS and applies the recoupment percentage against total fees for the period. Based on the

estimate, the Company accrues a liability representing the expected final recoupments based on historical settlement trends.

Short-term Marketable Securities

Investments in marketable securities consist of corporate bonds and U.S. Treasury securities.

Management determines the appropriate classification of investments at the time of purchase and reevaluates such determination at each balance sheet date. Marketable securities are classified as available-for-sale and are carried at fair value in the consolidated balance sheets. The marketable securities are classified as short-term based on management’s intent to convert such securities within one year and the ability to convert them within two to three days.

Certain of our available-for-sale securities are debt securities. For an available-for-sale debt security with an amortized cost that exceeds its fair value, the Company first determines if it intends to sell or will more-likely-than-not be required to sell the security before the expected recovery of its amortized cost. If it intends to sell or will more-likely-than-not be required to sell the security, then the Company recognizes the impairment as a credit loss in the condensed consolidated statements of operations and comprehensive loss by writing down the security’s amortized cost to its fair value. If it does not intend to sell or it is not more-likely-than-not that it will be required to sell the security before the expected recovery of its amortized cost, the Company recognizes the portion of the impairment that is due to a credit loss, if any, in the condensed consolidated statements of operations and comprehensive loss through an allowance. The portion of the impairment that is due to factors other than a credit loss is recognized in other comprehensive income (loss) in the condensed consolidated statements of operations and comprehensive loss as an unrealized loss.

Equity Investment in Affiliate

In January 2023, the Company contributed noncash consideration, with a fair value of approximately $2.3 million, in return for a 49% equity interest in OCP Management Arizona, LLP. Investments in entities over which the Company has the ability to exercise significant influence but does not control the entity are accounted for using the equity method. Equity method investments are included with other assets in the condensed consolidated balance sheets. The carrying amount of the investment is adjusted to reflect the Company’s proportionate share of the net earnings or losses and reduced by any dividends received. The Company’s share of income or loss related to this investment is reported as an equity in loss of affiliate in the condensed consolidated statements of operations and comprehensive loss.

Noncontrolling Interests

Noncontrolling InterestsThe Company consolidates the results of entities in which it has a controlling financial interest. Refer to Note 14 for additional considerations and presentation for noncontrolling interest.

Mezzanine Equity

Mezzanine EquityNew AON Series A Preferred Stock is redeemable for cash or the value of the property, rights or securities to be paid or distributed in the event of a Deemed Liquidation Event (which is outside of the Company’s control). As a result, Management has determined that the New AON Series A Preferred Stock should be classified as mezzanine equity. As of September 30, 2023, the Preferred Stock are recorded at their initial carrying value, net of offering costs of $0.8 million. The Series A Preferred Stock are not being accreted to redemption value, as the redemption is not probable. The Series A Preferred Stock are classified outside of members’ equity on the consolidated balance sheets. Refer to Note 14 for mezzanine equity presentation considerations for redeemable noncontrolling interest.

Business Combinations

The Company evaluates acquired practices in accordance with ASU 2017-01, Business Combinations (Topic 805)-Clarifying the Definition of a Business. This standard clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or

disposals of assets or businesses. Because substantially all of the value of each acquired practice did not relate to a similar group of assets and as each acquired practice contained both inputs and processes necessary to provide economic benefits to the Company, it was determined that each acquisition represents a business combination. Therefore, the transactions have been accounted for using the acquisition method of accounting, which requires, with limited exceptions, that assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Any excess of the consideration transferred over the estimated fair values of the net assets acquired is recorded as goodwill. Transaction costs related to business combinations are expensed in the period in which they are incurred.

Offering Costs

The Company defers specific incremental costs directly attributable to proposed offerings of securities. These costs consist of legal, accounting, and other similar expenses incurred through the balance sheet date that are directly related to a potential offering. If the offering is completed, these costs will be charged against the gross proceeds of the offering. These offering costs will be allocated to the separable financial instruments issued in the transaction on a relative fair value basis of the securities issued, compared to total proceeds received. Offering costs associated with any instruments classified as liabilities will be expensed as incurred, presented as non-operating expenses in the condensed consolidated statement of operations and comprehensive loss.

During the nine months ended September 30, 2023, the Company incurred additional deferred offering costs of approximately $0.8 million which were recorded as an offset to the net proceeds of the AON LLC Class C Units (discussed below) in mezzanine equity on the condensed consolidated balance sheet at September 30, 2023. At December 31, 2022, the Company had incurred approximately $0.3 million of offering costs, which are included in other assets in the accompanying condensed consolidated balance sheets.

As discussed in Note 1, on June 7, 2023, AON LLC issued Redeemable Convertible Preferred Class C Units (“Class C Units” or “AON LLC Class C Units”) for net proceeds of approximately $64.5 million ($65.0 million in gross proceeds, net of $0.5 million in offering costs). The Company determined that an additional $0.3 million of costs incurred through June 7, 2023 related to the process of raising the proceeds generated by the issuance of the Class C Units. Accordingly, these deferred offering costs have been reclassified from other assets to mezzanine equity, for a total of $0.8 million in Class C Unit offering costs. The Class C Units were subsequently converted to AON LLC Series A Preferred Units upon the Closing of the Business Combination, which were subsequently exchanged for Series A Preferred Stock.

Professional Liability

The Company maintains insurance policies for exposure to professional malpractice insurance risk. The limits of malpractice insurance provide each physician/advanced practice provider with a dedicated $1.0 million limit per claim and a $3.0 million limit in the aggregate per policy period – on a first dollar basis, as no deductible applies. The policy further then extends coverage to the Company, by providing a $2.0 million limit per claim and a $4.0 million limit in the aggregate per policy period - on a first dollar basis, additionally, as no deductible applies. Reserves are established for estimates of the loss that will ultimately be incurred on claims that have been reported but not paid and claims that have been incurred but not reported. These reserves are established based on consultation with a third-party actuary. The actuarial valuations consider a number of factors, including historical claims payment patterns, changes in case reserves and the assumed rate of increase in healthcare costs. Management believes the use of actuarial methods to account for these reserves provides a consistent and effective way to measure these subjective accruals. However, due to the sensitive nature of this estimation technique, recorded reserves could differ from ultimate costs related to these claims due to changes in claims reporting, claims payment and settlement practices and differences in assumed future cost increases. Accrued unpaid claims and expenses that are expected to be paid within the next twelve months are classified as current liabilities and included in accrued other. All other accrued unpaid claims and expenses are classified as long-term liabilities and included in other long-term liabilities. Insurance recoveries associated with the unpaid claims are classified as long-term assets included in other assets.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.

Accounting guidance establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:


Level 1			Inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.

Level 2			Inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.

Level 3			Inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities being measured within the fair value hierarchy.

Our financial instruments include cash, short-term marketable securities, accounts receivable, notes receivable, accounts payable, accrued expenses, long-term debt and contractual agreements that resulted in derivative liabilities. Our nonfinancial assets such as property and equipment are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that impairment may exist.

The carrying amounts of cash, accounts receivable, accounts payable, notes receivable, and accrued expenses approximate their fair value because of the short-term maturity and highly liquid nature of these instruments. We determine the fair value of long-term debt and marketable securities based on various factors including maturity schedules and current market rates.

Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants and the Class B Prefunded Warrants, collectively referred to herein as “Warrants”, in accordance with ASC 815-40, “Derivatives and Hedging —- Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreements related to potential net cash settlement of the warrants upon an exchange or tender offer that may not result in a change in control of the entity precludes the warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as long term liabilities on the condensed consolidated balance sheets and measured at fair value at inception and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in other income (expense), net on the condensed consolidated statements of operations and comprehensive loss in the period of change.

As of September 30, 2023, the Public Warrants were trading separately from the Class A Common Stock and the quoted market price was used to establish fair value. As such, the Public Warrants fair value was determined using a Level 1 input. The fair value of the Public Warrants is $1.4 million and recorded in other long-term liabilities on the condensed consolidated balance sheets.

Management has utilized the public warrant price to value the private warrants and believes the public and private warrants have materially consistent fair values given the existence of the make-whole redemption feature. As of September 30, 2023, a valuation of the private warrants was performed which confirmed the private warrant value was materially consistent with the public warrants. The details of this valuation are included in the paragraph below.

The fair value of the Private Placement warrants was determined using Level 3 inputs. As of September 30, 2023, the fair value of the Private Placement Warrants was estimated to be $1.0 million and recorded in other long-term liabilities on the condensed consolidated balance sheets. The fair value was estimated at September 30, 2023, using the Black-Scholes Option Pricing model using the following assumptions:

Expected annual dividend yield – 0.0%

Expected volatility – 0.75%

Risk-free rate of return – 4.60%

Expected Option Term – 5.0

The AON Class B Prefunded Warrants are exercisable into one share of New AON Class B Common Stock. A share of New AON Class B Common Stock, together with an AON LLC Common Unit, may be exchanged for one share of New AON Class A Common Stock. Considering New AON Class B Common Stock has no economic rights and limited liquidity or value if the holder does not also possess an AON LLC Common Unit, and because the AON Class B Prefunded Warrants are exercisable into New AON Class B Common Stock, the Company has estimated fair value of the Class B Prefunded Warrants to be immaterial.

Earnings Per Share

The Company recast Historical AON LLC Equity as AON Inc. common equity for all periods prior to the Reverse Recapitalization, refer to Note 2. However, as 100% of the net losses of AON LLC prior to the Reverse Recapitalization were absorbed by the Legacy AON Shareholders, basic and diluted earnings (loss) per share is zero for the three and nine months ended September 30, 2022 and basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2023 represents only the period from September 21, 2023 to September 30, 2023, the period where the Company had earnings (loss) attributable to Class A Common Stockholders. 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 earnings (loss) per share. As such, basic and diluted earnings (loss) per share of Class B Common Stock has not been presented.

As discussed in Note 1, the Company has issued and outstanding Sponsor Earnouts, which are subject to forfeiture if the achievement of certain stock price thresholds are not met. In accordance with ASC Topic 260, “Earnings Per Share,” the Sponsor Earnouts are excluded from weighted-average shares outstanding to calculate basic earnings (loss) per share as they are considered contingently issuable shares due to their potential forfeiture. Sponsor Earnouts will be included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date of their stock price thresholds are met and they are no longer subject to forfeiture.

Basic and diluted earnings (loss) per share is computed by use of the two-class method as a result of outstanding Series A Preferred Stock, which accrue dividends at the annual rate of 8% of the original price per share, participate with common stock on all other dividends, and accordingly have participation rights in undistributed earnings as if all such earnings had been distributed during the period (see Note 12). Under such method income available to common shareholders is computed by deducting both dividends declared or, if not declared,

accumulated on Series A Preferred Stock from net income. Loss attributable to common shareholders is computed by increasing net loss by such dividends. Since the participating Series A Preferred Stock has no contractual obligation to share in the losses of the Company, there is no loss allocation between Class A Common Stock and Series A Preferred Stock.

Basic earnings (loss) per share is based on the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted earnings (loss) per share is based on the weighted-average number of shares of Class A Common Stock used for the basic earnings (loss) per share calculation, adjusted for the dilutive effect of the Public and Private Warrants and Sponsor Earnout, if any, using the “treasury stock” method and the convertible Series A Preferred Stock and, exchangeable Class B Common Stock and Class B Prefunded Warrants, if any, using the “if-converted” method. Net earnings (loss) for diluted loss per share is adjusted for the Company’s share of AON LLC’s consolidated net earnings (loss), net of AON Inc. taxes, after giving effect to the 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, to the extent it is dilutive.

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, ‘‘Financial instruments-Credit Losses’’ (“ASU 2016- 13”). ASU 2016-13 requires entities to report ‘‘expected’’ credit losses on financial instruments and other commitments to extend credit rather than the current ‘‘incurred loss’’ model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. ASU 2016-13 is effective for the Company for annual reporting periods beginning after December 15, 2022. ASU 2016-13 was adopted by the Company effective January 1, 2023 with no material impact on the Company’s consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, “Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which provides that an acquirer must recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. The guidance is effective for the Company for annual reporting periods beginning after December 15, 2023, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures.

Supplemental Condensed Balance Sheet Information - Schedule of Property and Equipment, net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 59,552	$ 49,328
Accumulated depreciation and amortization	(23,312)	(17,348)
Property and equipment, net	36,240	31,980
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	30,078	26,076
Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,722	2,669
Medical equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	12,659	11,003
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,325	3,115
Signs
Property, Plant and Equipment [Line Items]
Property and equipment, gross	147	129
Automobiles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	59	69
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,412	4,834
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 6,150	$ 1,433

Condensed Consolidated Statements of Cash Flows - Parenthetical - USD ($)
$ in Thousands

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Amortization of operating right-of-use assets

^[1]

$ 6,194

$ 7,766

^[2]

1,367

(876)

Operating lease liabilities

^[3]

13,889

9,586

^[4]

(5,625)

(8,252)

1,601

1,536

(1,299)

832

Operating lease liabilities

10,627

23,309

$ (1,835)

$ (1,446)

[1]	Includes related party amortization of operating right-of-use assets of $1,601 and $1,536 for the nine months ended September 30, 2023 and 2022, respectively.
[2]	Includes changes in related party balances of ($1,299) and $832 for the nine months ended September 30, 2023 and 2022, respectively.
[3]	Includes changes in related party balances of $10,627 and $23,309 for the nine months ended September 30, 2023 and 2022, respectively.
[4]	Includes changes in related party balances of ($1,835) and ($1,446) for the nine months ended September 30, 2023 and 2022, respectively.

Basis of Presentation and Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands			1 Months Ended		3 Months Ended			9 Months Ended
	Sep. 30, 2023 USD ($) shares	Jun. 07, 2023 USD ($)	May 31, 2023 USD ($)	Jan. 31, 2023 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 USD ($)	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2023 USD ($) segment $ / shares shares	Sep. 20, 2023 USD ($)	Sep. 30, 2022 USD ($) $ / shares	Dec. 31, 2022 USD ($)
Description Of Business And Significant Accounting Policies [Line Items]
Recapitalization exchange ratio, units \| shares	2,524,000				2,524,000			2,524,000
Net income (loss) attributable to common shareholders					$ (1,700)			$ (1,700)
Net loss attributable to noncontrolling interest	$ 11,924				11,924		$ 0	11,924		$ 0
Net income (loss) and noncontrolling interest attributable to Legacy AON Shareholders prior to the reverse recapitalization					(15,489)		5,607	$ (27,081)	$ (27,000)	1,227
Number of operating segments \| segment								1
Number of reportable segments \| segment								1
Revenue					$ 336,305		$ 297,324	$ 955,003		849,272
Stock issuance costs								800
Deferred offering costs											$ 300
Proceeds from issuance of redeemable preferred stock								$ 64,996		$ 0
Number of securities called by each warrant (in shares) \| shares	1				1			1
Reverse recapitalization, equity conversion ratio	1				1			1
Earnings (loss) per unit, diluted (in usd per share) \| $ / shares					$ (0.61)		$ 0	$ (0.61)		$ 0
Earnings (loss) per unit, basic (in usd per share) \| $ / shares					$ (0.61)		$ 0	$ (0.61)		$ 0
Accrued dividend rate (in percent)								8.00%
Series C Preferred Stock
Description Of Business And Significant Accounting Policies [Line Items]
Offering costs		$ 500						$ 800
Deferred offering costs		300
Net proceeds from issuance of redeemable convertible stock		64,500
Proceeds from issuance of redeemable preferred stock		$ 65,000
Participating Threshold, 1
Description Of Business And Significant Accounting Policies [Line Items]
Recapitalization exchange ratio, units \| shares	2,524,000				2,524,000			2,524,000
Participating Threshold, 2
Description Of Business And Significant Accounting Policies [Line Items]
Recapitalization exchange ratio, units \| shares	2,453,000				2,453,000			2,453,000
Participating Threshold, 3
Description Of Business And Significant Accounting Policies [Line Items]
Recapitalization exchange ratio, units \| shares	1,976,000				1,976,000			1,976,000
AON LLC
Description Of Business And Significant Accounting Policies [Line Items]
Reverse recapitalization, equity conversion ratio									1
AON LLC \| Series A Preferred Stock
Description Of Business And Significant Accounting Policies [Line Items]
Recapitalization exchange ratio, units \| shares	2,705,000				2,705,000			2,705,000
Preferred Class A
Description Of Business And Significant Accounting Policies [Line Items]
Offering costs								$ 800
Accrued dividend rate (in percent)								8.00%
Series A Preferred Stock
Description Of Business And Significant Accounting Policies [Line Items]
Offering costs								$ 750		$ 0
Public Warrant
Description Of Business And Significant Accounting Policies [Line Items]
Fair value of warrants	$ 1,400				$ 1,400			1,400
Private Placement Warrants
Description Of Business And Significant Accounting Policies [Line Items]
Fair value of warrants	$ 1,000				$ 1,000			$ 1,000
Private Placement Warrants \| Measurement Input, Expected Dividend Rate
Description Of Business And Significant Accounting Policies [Line Items]
Warrants, measurement input	0.000				0.000			0.000
Private Placement Warrants \| Measurement Input, Price Volatility
Description Of Business And Significant Accounting Policies [Line Items]
Warrants, measurement input	0.0075				0.0075			0.0075
Private Placement Warrants \| Measurement Input, Risk Free Interest Rate
Description Of Business And Significant Accounting Policies [Line Items]
Warrants, measurement input	0.0460				0.0460			0.0460
Private Placement Warrants \| Measurement Input, Expected Term
Description Of Business And Significant Accounting Policies [Line Items]
Warrants, measurement input	5.0				5.0			5.0
Professional Malpractice Liability Insurance
Description Of Business And Significant Accounting Policies [Line Items]
Malpractice insurance, coverage per claim								$ 1,000
Malpractice insurance, limit per policy period								3,000
Directors and Officers Liability Insurance
Description Of Business And Significant Accounting Policies [Line Items]
Malpractice insurance, coverage per claim								2,000
Malpractice insurance, limit per policy period								4,000
OCP Management Arizona, LLP
Description Of Business And Significant Accounting Policies [Line Items]
Noncash consideration of equity method investment				$ 2,300
Equity method investment (in percent)				49.00%
Patient Visits
Description Of Business And Significant Accounting Policies [Line Items]
Revenue					$ 238,900		$ 213,800	678,100		606,000
Clinical Trials
Description Of Business And Significant Accounting Policies [Line Items]
Revenue					$ 2,200		$ 1,000	$ 3,700		$ 3,100
MIBA
Description Of Business And Significant Accounting Policies [Line Items]
Payments to acquire interest in subsidiary			$ 200			$ 200
Allocation of income to controlling and noncontrolling interests			56.00%
AON LLC \| Legacy AON Shareholders
Description Of Business And Significant Accounting Policies [Line Items]
Allocation of income to controlling and noncontrolling interests	81.00%							67.90%	100.00%	100.00%
AON LLC \| AON Inc.
Description Of Business And Significant Accounting Policies [Line Items]
Allocation of income to controlling and noncontrolling interests	19.00%

Variable Interest Entities - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents	$ 51,653	$ 26,926
Inventories	37,844	36,476
Goodwill and intangibles, net	1,230	1,230
Total assets	394,014	326,228
Liabilities
Other long-term liabilities	10,333	5,749
Total liabilities	300,923	264,212
Variable Interest Entity, Primary Beneficiary
Assets
Cash and cash equivalents	33,083	26,844
Accounts receivable	141,039	136,098
Inventories	37,844	36,476
Prepaid expenses and other current assets	869	846
Goodwill and intangibles, net	180	180
Other receivables	36,294	28,139
Other assets	2,014	1,489
Total assets	251,323	230,072
Liabilities
Accounts payable	114,779	102,783
Accrued compensation and benefits	22,747	6,021
Accrued other	16,038	15,926
Other long-term liabilities	137	452
Due to AON LLC and subsidiaries, net	134,344	128,204
Total liabilities	$ 288,045	$ 253,386

Long-term Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

Long-term Debt

Debt consisted of the following at September 30, 2023 and December 31, 2022:


	As of September 30, 2023		As of December 31, 2022
PNC Facility	$	81,250	$	81,250
Total	81,250		81,250
Unamortized debt issuance costs	(825)		(949)
Total debt	$	80,425	$	80,301

Credit Facilities

On April 30, 2021, the Company entered into a Loan Facility with PNC (“PNC Loan Facility”) collateralized by the Company’s assets and outstanding patient accounts receivable. The PNC Loan Facility is guaranteed on a limited basis by the Company and shareholder of AON Partners and Partners of Maryland. $34.6 million of

proceeds from the PNC Loan Facility was used to pay off the Company’s previous term loans and revolver with Truist Bank. The remaining funds were made available for working capital and acquisition of additional physician practices.

The PNC Loan Facility is interest-only with total principal due at maturity on April 30, 2024. Interest originally accrued at one-month LIBOR or an alternate base rate plus 1.45%. The maximum balance of the PNC Loan Facility (“Borrowing Base”) is limited to the lesser of the Facility Limit ($65.0 million) or the fair value of the Company’s patient accounts receivable. The Company must maintain a balance of the lesser of the Borrowing Base or 65% of the Facility Limit in the first year and 75% of the Facility Limit in subsequent years (“minimum funding threshold”). The Company can repay the PNC Loan Facility up to the minimum funding threshold at any time without penalty. In accordance with the PNC Loan Facility, the Company pledged $10.0 million of collateral as restricted cash to be released quarterly in increments of $2.5 million. The restricted cash was fully released as of September 30, 2023 and December 31, 2022.

On April 30, 2021, the Company entered into a $5.0 million revolving line of credit agreement (“PNC Line of Credit”). The PNC Line of Credit has an expiration date of April 30, 2024 and originally bore interest at a rate per annum equal to the sum of the daily LIBOR rate plus 1.65% or an alternate base rate plus 0.65% and is due on the first day of each month beginning June 1, 2021. Any outstanding principal and accrued interest will be due on the expiration date. Beginning July 1, 2021, quarterly bank fees equal to 1.65% per day per annum are due in arrears and will continue on the first day of each quarter thereafter. All debt related to the PNC Line of Credit is collateralized by the Company’s assets. As of September 30, 2023 and December 31 2022, no draws had been made on the PNC Line of Credit. The Company is also subject to a 0.20% unused line fee calculated per annum on the unused balance of the PNC Line of Credit.

On July 29, 2021, the Company amended the PNC Loan Facility increasing the Facility Limit to $75.0 million. On February 14, 2022, the Company further amended the PNC Loan Facility and Line of Credit agreements. The primary changes included an increase of the Facility limit from $75.0 million to $125.0 million, an increase of the PNC Line of Credit availability from $5.0 million to $10.0 million, interest charges to be calculated based on the Bloomberg Short-Term Bank Yield Index plus 1.65% and certain financial covenants. As part of the amendment, the Company drew an additional $16.3 million in proceeds under the Loan Facility. On August 15, 2022, the PNC Loan Facility and Line of Credit agreements were amended again to reduce the availability under the PNC Line of Credit from $10.0 million to $1.0 million.

Effective November 23, 2022, the Company entered into Waiver and Amendment No. 6 (“Waiver and Amendment”) under its PNC Loan Facility as the Company was not in compliance with the Delinquency Ratio financial covenant for the period ending October 31, 2022 and the requirement to provide certain annual financial statements. The Waiver and Amendment waives each event of default and also revised future delinquency percentages and financial statement requirements.

On June 30, 2023, the Company entered into Amendment No. 7 (“Amendment 7”) to its PNC Loan Facility which extended the maturity date from April 30, 2024 to June 30, 2026. In connection with Amendment 7, the Company paid additional debt issuance costs of $0.4 million which will be amortized over the revised remaining life of the Loan Facility. In addition, Amendment 7 revised the definition of the minimum funding threshold to limit the threshold multiplier to 65% of the Facility Limit.

The PNC Loan Facility and PNC Line of Credit nonfinancial covenants include restrictions related to unpermitted property liens and the requirement of audited financial statements. Both agreements also contain several financial covenants, including the following ratios: accounts receivable default, delinquency, dilution, days sales outstanding, leverage, and fixed charge coverage. As of September 30, 2023, the Company was in compliance with all financial and nonfinancial debt covenants as required by both loan agreements.

Leases - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Lease Costs (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease costs	$ 2,820	$ 3,161	$ 8,361	$ 9,297
Amortization of finance lease right-of-use assets	122	185	354	413
Interest on finance lease liabilities (included in interest expense)	35	19	79	60
Variable lease costs	560	862	1,742	2,232
Total lease costs	$ 3,537	$ 4,227	$ 10,536	$ 12,002

Supplemental Condensed Balance Sheet Information - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory [Line Items]
Inventories	$ 37,844	$ 36,476
Intravenous drugs
Inventory [Line Items]
Inventories	27,508	25,674
Oral pharmaceuticals
Inventory [Line Items]
Inventories	$ 10,336	$ 10,802

Marketable Securities (Tables)

9 Months Ended

Sep. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Debt Securities, Available-for-Sale

The following table summarizes the Company’s marketable securities financial assets that are measured at fair value on a recurring basis:


	As of September 30, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash equivalents (1)
Level 1:
Overnight repurchase agreements (2)	$	28,272	$	-	$	-	$	28,272
Money market funds	773		-		-		773
U.S. Treasury Bills	18,606		-		-		18,606
Level 1 total	$	47,651	$	—	$	—	$	47,651
Marketable securities
Level 2:
Corporate bonds	13,980		62		(38)		14,004
U.S. Treasury securities	11,981		52		(4)		12,029
Level 2 total	25,961		114		(42)		26,033
Total	$	73,612	$	114	$	(42)	$	73,684


	As of December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Cash equivalents (1)
Level 1:
Money market funds	$	109	$	-	$	-	$	109
Marketable securities
Level 2:
Corporate bonds	7,742		6		(125)		7,623
U.S. Treasury securities	2,226		6		(4)		2,228
Level 2 total	9,968		12		(129)		9,851
Total	$	10,077	$	12	$	(129)	$	9,960

(1)Included in cash and cash equivalents in the Consolidated Balance Sheets at September 30, 2023 and December 31, 2022.

The fair value of the Company’s marketable securities as of September 30, 2023, by remaining contractual maturities, were as follows:


	Corporate Bonds		U.S. Treasuries		Total
Due in one year or less	$	4,805	$	8,385	$	13,190
Due in one to five years	9,199		3,644		12,843
Total	$	14,004	$	12,029	$	26,033

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Condensed Consolidated Statements of Mezzanine and Members’ Equity - USD ($) $ in Thousands	Total	Capital Unit, Class A	Capital Unit, Class A-1	Capital Unit, Class B	Common Class A	Common Class B	Common Stock Common Class A	Common Stock Common Class B	Common Units Capital Unit, Class A	Common Units Capital Unit, Class A-1	Common Units Capital Unit, Class B	Common Units Capital Unit, Class B-1	AOCI	Additional Paid in Capital	AOCI	Noncontrolling Interest	Retained Earnings (Deficit)
Increase (Decrease) In Noncontrolling Interest [Roll Forward]
Net loss attributable to noncontrolling interest	$ 0
Beginning balance (in units) at Dec. 31, 2021									19,495,000	1,843,000
Beginning balance at Dec. 31, 2021	59,544								$ 7,725	$ 28,500	$ 80		$ 0				$ 23,239
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accumulated Other Comprehensive Income	(161)												(161)
Equity based compensation	15										15
Other comprehensive income (loss)	(161)
Net Income attributable to Legacy AON Shareholders	1,227																1,227
Ending balance (in units) at Sep. 30, 2022									19,495,000	1,843,000
Ending balance at Sep. 30, 2022	60,625								$ 7,725	$ 28,500	95		(161)				24,466
Increase (Decrease) In Noncontrolling Interest [Roll Forward]
Net loss attributable to noncontrolling interest	0
Beginning balance (in units) at Jun. 30, 2022									19,495,000	1,843,000
Beginning balance at Jun. 30, 2022	55,090								$ 7,725	$ 28,500	90		(84)				18,859
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accumulated Other Comprehensive Income	(77)												(77)
Equity based compensation	5										5
Other comprehensive income (loss)	(77)
Net Income attributable to Legacy AON Shareholders	5,607																5,607
Ending balance (in units) at Sep. 30, 2022									19,495,000	1,843,000
Ending balance at Sep. 30, 2022	$ 60,625								$ 7,725	$ 28,500	$ 95		$ (161)				24,466
Redeemable Preferred Stock
Issuance of Class C Units, net of offering costs (in shares)	6,500,000
Issuance of Class C Units, net of offering costs	$ 62,897
Beginning balance (in units) at Dec. 31, 2022		19,495,376	1,842,520	4,703,628					19,495,000	1,843,000	4,704,000
Beginning balance at Dec. 31, 2022	62,016								$ 7,725	$ 28,500	$ 80				$ (117)		25,828
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Class A and A-1 preferred returns	(8,174)																(8,174)
Issuance of additional Class A-1 Units pursuant to the Anti-Dilution Feature (in shares)										1,158,000
Issuance of additional Class A-1 Units pursuant to the Anti-Dilution Feature	9,725									$ 9,725
Tax distributions	(1,305)																(1,305)
Capital contribution from noncontrolling interest member	134															$ 134
Accumulated Other Comprehensive Income	178														178
Equity based compensation (in shares)											911,000	1,047,000
Equity based compensation	4,874										$ 10	$ 4,864
Net loss	(27,081)															(26)	(27,055)
Net Income attributable to Legacy AON Shareholders	$ (27,000)
Ending Balance (in shares) at Sep. 30, 2023	6,652,000
Ending Balance at Sep. 30, 2023	$ 64,986
Increase (Decrease) In Noncontrolling Interest [Roll Forward]
Net loss attributable to noncontrolling interest	(11,924)
Ending Balance at Sep. 30, 2023	369,329
Beginning balance (in units) at Dec. 31, 2022		19,495,376	1,842,520	4,703,628					19,495,000	1,843,000	4,704,000
Beginning balance at Dec. 31, 2022	62,016								$ 7,725	$ 28,500	$ 80				(117)		25,828
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other comprehensive income (loss)	190
Net Income attributable to Legacy AON Shareholders	(27,081)
Fair value adjustment to redeemable noncontrolling interest														$ (17,600)			(326,700)
Ending balance (in shares) at Sep. 30, 2023					9,453,604	25,109,551	6,614,000	25,110,000
Ending balance (in units) at Sep. 30, 2023		0	0	0							0
Ending balance at Sep. 30, 2023	$ (341,223)						$ 1	$ 3						0	21	108	(341,356)
Beginning Balance (in shares) at Jun. 30, 2023	6,500,000
Beginning Balance at Jun. 30, 2023	$ 62,897
Ending Balance (in shares) at Sep. 30, 2023	6,652,000
Ending Balance at Sep. 30, 2023	$ 64,986
Increase (Decrease) In Noncontrolling Interest [Roll Forward]
Net loss attributable to noncontrolling interest	(11,924)
Ending Balance at Sep. 30, 2023	369,329
Beginning balance (in units) at Jun. 30, 2023									19,495,000	2,282,000	4,704,000
Beginning balance at Jun. 30, 2023	44,753								$ 7,725	$ 31,040	$ 80				(29)	134	5,803
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of additional Class A-1 Units pursuant to the Anti-Dilution Feature (in shares)										719,000
Issuance of additional Class A-1 Units pursuant to the Anti-Dilution Feature	7,185									$ 7,185
Tax distributions	(1,045)																(1,045)
Accumulated Other Comprehensive Income	90														90
Equity based compensation (in shares)											911,000	1,047,000
Equity based compensation	4,874										$ 10	$ 4,864
Net loss	(15,490)															(26)	(15,464)
Other comprehensive income (loss)	102
Net Income attributable to Legacy AON Shareholders	(15,489)
Ending balance (in shares) at Sep. 30, 2023					9,453,604	25,109,551	6,614,000	25,110,000
Ending balance (in units) at Sep. 30, 2023		0	0	0							0
Ending balance at Sep. 30, 2023	$ (341,223)						$ 1	$ 3						0	21	108	(341,356)
Redeemable Preferred Stock
Reverse Recapitalization, net (in shares)	152,000
Reverse Recapitalization, net	$ 2,089
Ending Balance (in shares) at Sep. 30, 2023	6,652,000
Ending Balance at Sep. 30, 2023	$ 64,986
Increase (Decrease) In Noncontrolling Interest [Roll Forward]
Reverse Recapitalization, net	36,873
Other comprehensive loss attributable to noncontrolling interests	9
Net loss attributable to noncontrolling interest	(11,924)
Fair value adjustment to redeemable noncontrolling interest	344,371
Ending Balance at Sep. 30, 2023	369,329
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Reverse Recapitalization, net (in shares)							6,614,000	25,110,000	(19,495,000)	(3,000,000)	(5,615,000)	(1,047,000)
Reverse Recapitalization, net	(35,429)						$ 1	$ 3	$ (7,725)	$ (38,225)	$ (90)	$ (4,864)		17,602	(42)		(2,089)
Other comprehensive income (loss)	2														2
Net income (loss) before noncontrolling interest	(1,792)																(1,792)
Fair value adjustment to redeemable noncontrolling interest	(344,371)													(17,602)			(326,769)
Ending balance (in shares) at Sep. 30, 2023					9,453,604	25,109,551	6,614,000	25,110,000
Ending balance (in units) at Sep. 30, 2023		0	0	0							0
Ending balance at Sep. 30, 2023	$ (341,223)						$ 1	$ 3						$ 0	$ 21	$ 108	$ (341,356)

Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total	$ 81,250	$ 81,250
Unamortized debt issuance costs	(825)	(949)
Total debt	80,425	80,301
PNC Loan Facility \| Line of Credit
Debt Instrument [Line Items]
Total	$ 81,250	$ 81,250

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

Cash and cash equivalents

Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Sep. 30, 2023

Dec. 31, 2022

Current assets

$ 51,653

$ 26,926

Short-term marketable securities

26,034

9,851

Patient accounts receivable, net

141,039

136,098

Prepaid expenses and other current assets

37,844

36,476

Other receivables

36,747

28,201

3,445

2,670

Current portion of notes receivable - related parties

1,630

1,797

Total current assets

298,392

242,019

Property and equipment, net

36,240

31,980

Operating lease right-of-use assets

^[1]

46,138

43,724

Notes receivable - related parties

1,504

2,076

Other assets

7,055

5,199

Goodwill and intangibles, net

1,230

Deferred tax asset, net

3,455

Total assets

394,014

326,228

Current liabilities

Accrued compensation related costs

^[2]

120,383

106,495

16,210

7,466

Accrued other

22,977

17,800

Excise taxes payable

1,211

Total current liabilities

^[3]

7,123

9,177

167,904

140,938

Long-term debt, net

80,425

80,301

Other long-term liabilities

^[4]

42,261

37,224

10,333

5,749

Total liabilities

300,923

264,212

Mezzanine equity

Series A convertible preferred stock; $0.0001 par value; 7,500,000 shares authorized; 6,651,610 issued and outstanding at September 30, 2023, with an aggregate liquidation preference of $66,649,130 at September 30, 2023.

64,986

Redeemable noncontrolling interest

369,329

Additional paid-in capital

Accumulated other comprehensive income (loss)

(117)

Retained earnings (deficit)

(341,357)

25,828

Total stockholders' equity

(341,332)

Total stockholders' equity

62,016

Noncontrolling interest

108

Total liabilities, mezzanine equity, and stockholders' equity

394,014

326,228

Capital Unit, Class A

Common unit, value

7,725

Capital Unit, Class A-1

Common unit, value

28,500

Capital Unit, Class B

Common unit, value

$ 80

Common Class A

Common stock, value

Common Class B

Schedule of Reverse Recapitalization, Ownership Summary

Common stock, value

$ 3

[1]	Includes related party operating right-of-use assets, net of $11,476 and $13,077 at September 30, 2023 and December 31, 2022, respectively
[2]	Includes amounts due to related party of $112,740 and $102,113 at September 30, 2023 and December 31, 2022, respectively
[3]	Includes related party current portion of operating lease liabilities of $1,912 and $1,836 at September 30, 2023 and December 31, 2022, respectively
[4]	Includes related party long-term operating lease liabilities of $9,994 and $11,631 at September 30, 2023 and December 31, 2022, respectively

Redeemable Noncontrolling Interest (Tables)

9 Months Ended

Sep. 30, 2023

Noncontrolling Interest [Abstract]


	Period beginning September 20, 2023 and ending September 30, 2023
	AON LLC Units
	AON Inc.		Legacy AON Shareholders		Total
Beginning of Period	—		—		—
Common Units Issued(1)	6,614,229		28,109,796		34,724,025
Series A Preferred Units Issued	6,651,610		—		6,651,610
Total Units Issued	13,265,839		28,109,796		41,375,635
End of Period	13,265,839		28,109,796		41,375,635
Allocation of income to controlling and noncontrolling interests	32.1	%	67.9	%	100	%
Allocation of losses to controlling and noncontrolling interests(2)	19.0	%	81.0	%	100	%

Leases - Maturities of Operating and Financing Lease Liabilities (Details) - USD ($)
$ in Thousands

Sep. 30, 2023

Dec. 31, 2022

Operating  Lease

2023 (remainder of year after September 30, 2023)

$ 1,679

10,940

9,830

9,413

8,194

24,154

64,210

Less: amount representing interest

(14,826)

Present value of lease liabilities

49,384

Less: current portion of lease liabilities

^[1]

(7,123)

$ (9,177)

Long-term lease liabilities, net of current portion

^[2]

42,261

37,224

Finance  Leases

2023 (remainder of year after September 30, 2023)

188

753

731

492

428

528

3,120

Less: amount representing interest

(364)

Present value of lease liabilities

2,756

Less: current portion of lease liabilities

(630)

(425)

Long-term lease liabilities, net of current portion

$ 2,126

$ 1,619

[1]	Includes related party current portion of operating lease liabilities of $1,912 and $1,836 at September 30, 2023 and December 31, 2022, respectively
[2]	Includes related party long-term operating lease liabilities of $9,994 and $11,631 at September 30, 2023 and December 31, 2022, respectively

Related Parties - Notes Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Jan. 24, 2022	May 22, 2020	May 01, 2020	Jun. 01, 2019	May 01, 2019
Related Party Transaction [Line Items]
Total notes receivables	$ 3,134	$ 3,873
Less: Current portion of notes receivable	(1,630)	(1,797)
Notes receivable - related parties	1,504	2,076
Note 2
Related Party Transaction [Line Items]
Total notes receivables	1,027	1,057
Original Principal							$ 5,355
Note 3
Related Party Transaction [Line Items]
Total notes receivables	42	119
Original Principal						$ 491
Note 6
Related Party Transaction [Line Items]
Total notes receivables	0	351
Original Principal				$ 1,111
Note 8
Related Party Transaction [Line Items]
Total notes receivables	2,065	2,221
Original Principal					$ 2,816
Note 9
Related Party Transaction [Line Items]
Total notes receivables	$ 0	$ 125
Original Principal			$ 125

Supplemental Condensed Balance Sheet Information - Schedule of Accrued Other (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Refund liability	$ 14,521	$ 14,544
Deferred social security taxes - COVID	0	378
Excise taxes payable	2,700	0
Less: current portion of lease liabilities	630	425
Other	5,126	2,453
Accrued other	$ 22,977	$ 17,800
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued other	Accrued other

Business

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business

American Oncology Network, Inc. (“AON”, “New AON”, “AON Inc.”, or the “Company”), through its subsidiary companies and variable interest entities (together, “its subsidiaries”), is an alliance of physicians and seasoned healthcare leaders who provide comprehensive oncology services across 33 oncology practices located in nineteen states (Arizona, Arkansas, Florida, Georgia, Iowa, Idaho, Indiana, Louisiana, Maryland, Missouri, Michigan, North Carolina, Nevada, Nebraska, Ohio, South Carolina, Texas, Virginia and Washington). The Company also provides expertise in drug procurement and payor contracting, along with practice diversification through centralized laboratory and pathology services, as well as specialty pharmacy services, clinical research, radiation oncology, and imaging. During the nine months ended September 30, 2023 and 2022, the Company entered into affiliation agreements with or acquired the following oncology practices.


Nine Months Ended September 30, 2022						Nine Months Ended September 30, 2023
State						State
Arizona						Texas(a)
Georgia(a)						Florida(a)
Louisiana(a)						Arkansas(a)
Georgia(a)
Georgia(a)
Georgia(a)

(a)The Company entered into affiliation agreements with the physicians for these respective practices. The Company evaluated each of the affiliation agreements and determined that the transactions did not represent a business combination.

The operations of the practices that were acquired have been included in the Company’s condensed consolidated financial statements since the date of acquisition. The Company intends to continue to pursue additional purchases of physician practices in addition to seeking out new affiliation relationships.

Business Combination Agreements

Digital Transformation Opportunities Corp. (“DTOC”), American Oncology Network, LLC (“AON LLC”), GEF AON Holdings Corp. (“AON Class C Preferred Investor”), and DTOC Merger Sub, Inc., a direct, wholly owned subsidiary of DTOC (“Merger Sub”) entered into a Business Combination Agreement (the “Business Combination Agreement”), dated as of June 14, 2023 (which further amended and restated the Business Combination Agreement entered into by DTOC and AON as of October 5, 2022, and amended and restated on January 6, 2023, and April 27, 2023), pursuant to which, among other transactions, on September 20, 2023 (the “Closing Date”), DTOC and AON undertook a series of transactions (the “Business Combination”) resulting in the organization of the combined post-business combination company as an umbrella partnership C corporation, in which substantially all of the assets and the business of the combined company are held by AON LLC, and DTOC became a member of AON LLC. In connection with the closing of the Business Combination (“the Closing”), DTOC changed its name to “American Oncology Network, Inc.”. The Business Combination was completed on September 20, 2023.

As a result of, and in connection with, the Closing, among other things, (i) AON LLC amended and restated its operating agreement (the “Amended and Restated AON LLC Agreement”) to reclassify its existing Class A units, Class A-1 units and Class B units into a single class of AON LLC common units (“AON LLC Common Units”) that can be exchanged on a one-to-one basis for shares of New AON Class A common stock (“New AON Class A Common Stock”) and its existing AON LLC Class C units into AON LLC Series A preferred units (AON LLC Series A Preferred Units”); (ii) AON LLC converted profit pool units of certain of AON LLC’s subsidiaries into an equal number of AON LLC Common Units and shares of New AON Class B common stock (“New AON Class B Common Stock”), which together are exchangeable into shares of New AON Class A Common Stock (together with the New AON Class B Common Stock, the “New AON Common Stock”); (iii) New AON amended and

restated its charter (the “Charter”) to provide for (a) the conversion of all existing shares of DTOC Class B common stock into shares of New AON Class A Common Stock on a one-to-one basis, (b) amendment of the terms

of New AON Class B Common Stock to provide holders voting rights but no economic rights and (c) designation of a new series of New AON preferred stock as Series A convertible preferred stock (the “New AON Series A

Preferred Stock” or “Series A Preferred Stock") with such rights and preferences as provided for in the certificate of designation of the New Aon Series A Preferred Stock (the “New AON Series A Certificate of Designation”); and (iv) among other things, (a) AON LLC issued common units to New AON in exchange for a combination of cash and shares of New AON Class B Common Stock and warrants to acquire shares of New AON Class B Common Stock (the “Class B Prefunded Warrants”), (b) New AON was admitted as a member of AON LLC, (c) AON LLC distributed shares of New AON Class B common stock or Class B Prefunded Warrants, as applicable, to AON LLC equity holders, (d) New AON reserved a specified number of additional shares of New AON Class A Common Stock after the Closing for issuance to eligible participants, (e) Merger Sub merged with and into the AON Class C Preferred Investor whereby the separate existence of Merger Sub ceased and New AON issued a number of shares of New AON Series A Preferred Stock equal to the number of AON LLC Series A preferred units held by the AON Class C Preferred Investor to AEA Growth Management LP, the parent of AON Class C Preferred Investor (“AEA Growth”) in exchange for all the shares of common stock held by AEA Growth in the AON Class C Preferred Investor (the “First Step”), (f) promptly after the First Step, the AON Class C Preferred Investor merged with and into New AON whereby the separate existence of the AON Class C Preferred Investor ceased and New AON held all the AON LLC Series A preferred units and (g) from and after the Closing (but subject to lock-up restrictions), the AON LLC common equity holders (other than New AON), referred to herein as “Legacy AON Shareholders” (former AON LLC Class A, Class A-1, and Class B unit holders), will have the right (but not the obligation) to exchange AON LLC Common Units together with an equal number of shares of New AON Class B Common Stock (whether held directly or indirectly through Class B Prefunded Warrants) for shares of New AON Class A Common Stock.

In addition, in connection with the Closing, DTOC completed the offer to the holders of AON LLC Class B-1 units to exchange their AON LLC Class B-1 units for such number of newly issued shares of New AON Class A Common Stock equal to the ratio set forth in the Business Combination Agreement (such offer, the “Exchange Offer”). DTOC and AON LLC solicited consents from the holders of AON LLC Class B-1 units to make certain amendments to the terms of the awards and the unit grant agreements pursuant to which the AON LLC Class B-1 units were granted, which provided for the automatic exchange, as of immediately prior to the adoption of the Amended and Restated AON LLC Agreement, of all outstanding AON LLC Class B-1 units into shares of New AON Class A Common Stock (collectively, the “Proposed Amendments”). The requisite number of holders of Class B-1 units provided their consent to the Proposed Amendments, and as a result, in connection with the Closing, all AON LLC Class B-1 units were exchanged for an aggregate of 1,047,343 shares of New AON Class A Common Stock.

Upon the consummation of the Business Combination, the outstanding membership units in AON LLC and the outstanding shares in AON Inc. (New AON) are as follows:

•AON LLC Common Units held by the Legacy AON Shareholders - 28,109,796

•AON LLC Common Units held by New AON - 9,532,354

•AON LLC Series A Preferred Units held by New AON - 6,651,610

•Class A Common Stock held by the former AON LLC Class B-1 unit holders - 1,047,343

•Class A Common Stock held by the DTOC unredeemed shareholders - 147,511

•Class A Common Stock held by the DTOC Sponsor and their permitted transferees - 5,419,375(a)

•Class B Common Stock held by Legacy AON Shareholders - 25,109,551(b)

•New AON Series A Preferred Stock held by AEA Growth Management LP - 6,651,610

(a) Sponsor Earnout Shares of 2,839,375 are subject to vesting and forfeiture provisions and are not outstanding for GAAP purposes as of the Closing Date.

(b) Certain Legacy AON Shareholders hold 3,000,245 Class B Prefunded Warrants, which underlying shares of Class B common stock are not outstanding as of the Closing Date.

Accounting Treatment for the Business Combination

As AON LLC does not meet any of the characteristics of a VIE under ASC 810, the Business Combination was evaluated under ASC 805, Business Combinations. Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, DTOC was treated as the acquired company and AON LLC was considered the acquirer for financial statement reporting purposes. AON LLC was determined to be the accounting acquirer based on, in summary, an evaluation of the following primary facts and circumstances:

•AON LLC’s directors will represent a majority of the board seats for New AON’s board of directors;

•AON LLC’s senior management will be the senior management of the combined company;

•AON LLC’s operations comprising the ongoing operations of the post-combination company; and

•AON LLC’s relative size (i.e., assets, revenues, and earnings) is significantly larger compared to DTOC.

Accordingly, for accounting purposes, the financial statements of the post-combination entity will represent a continuation of the financial statements of AON LLC with the acquisition being treated as the equivalent of AON LLC issuing stock for the net assets of DTOC, accompanied by a recapitalization. The net assets of DTOC are stated at historical cost, with no goodwill or other intangible assets recorded. Refer to Note 3 for additional information.

Accounting for the Earnout Shares

Following the Closing and for five years thereafter, the DTOC Sponsor agreed to subject 35%, or 2,839,375 shares of New AON Class A common stock held by it as of the Closing (the “Sponsor Earnout Shares”) to the following vesting and forfeiture provisions:

•the Sponsor Earnout Shares will vest when the volume-weighted average price of the New AON Class A common stock equals or exceeds $13.50 per share for any 20 trading days within any 30 trading day period beginning after the Closing and ending 60 months following the Closing;

•the Sponsor Earnout Shares will be released immediately upon the consummation of a change of control transaction within the 60-month period following the Closing; and

•if the Sponsor Earnout Shares are not released pursuant to the foregoing provisions on or before the date that is 60 months after the Closing, then the Sponsor Earnout Shares will be forfeited immediately following such date.

As the Business Combination was accounted for as a reverse recapitalization, the issuance of the Sponsor Earnout Shares to the Company’s existing shareholders will be accounted for as an equity transaction. The accounting for the Sponsor Earnout Shares was evaluated under ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Subtopic 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, to determine if the Sponsor Earnout Shares should be classified as a liability or within equity. As part of that analysis, it was determined that the Sponsor Earnout Shares are freestanding, do not meet the criteria within ASC 480 to be classified as a liability, and meet the criteria in ASC 815-40 to be considered indexed to the post-combination entity’s common stock and classified within equity.

Warrants

As of the Closing Date, New AON assumed the outstanding warrants (Public Warrants and Private Placement Warrants) that were issued by DTOC as part of DTOC’s IPO. Further, New AON issued the Class B Prefunded Warrants to former Class A-1 unit holders, in lieu of New AON Class B Common Stock. The accounting treatment for the Public Warrants, the Private Placement Warrants, and the Class B Prefunded Warrants, collectively referred to as “the Warrants”, is disclosed in Note 2.

Public Warrants

As of the Closing Date, New AON assumed 8,337,500 public warrants (the “Public Warrants”) issued by DTOC in its IPO. Each whole warrant entitles the holder to purchase one share of New AON Class A Common Stock at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 12 months from the closing of the DTOC Initial Public Offering or 30 days after the completion of its initial business combination and will expire five years after the Closing of the Business Combination, or earlier upon redemption or liquidation.

Private Warrants

As of the Closing Date, New AON assumed 6,113,333 Private Placement Warrants held by the DTOC Sponsor (the “Private Placement Warrants” or “Private Warrants”). The Private Placement Warrants will be non-redeemable in certain circumstances so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants may also be exercised by the Sponsor and its permitted transferees for cash or on a cashless basis. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability, and exercise period.

Class B Prefunded Warrants

As of the Closing Date, New AON issued 3,000,245 of Class B Prefunded Warrants to former AON Class A-1 unitholders. Because the Class B Warrants are prefunded, there was not any cash consideration exchanged as part of the Class B Warrant issuance. Each Class B Prefunded Warrant entitles the holder to purchase one share of New AON Class B common stock at a price of $0.01 per share. The exercise term of the Class B Warrant shall continue indefinitely so long as the holder of the Class B Warrant is also the holder of an AON LLC Common Unit, provided that the number of shares of Common Stock that this Warrant is exercisable for shall not exceed the number of AON LLC Common Units held by holder.

Transaction Expenses

In connection with the Reverse Recapitalization, AON LLC incurred costs of $24.6 million and $30.6 million during the three and nine months ended September 30, 2023, respectively. Of the total costs incurred during the three months ended September 30, 2023, $24.6 million were reported as transaction expenses in the condensed consolidated statements of operations and comprehensive loss. Of the total costs incurred during the nine months ended September 30, 2023, $29.8 million were reported as transaction expenses in the condensed consolidated statements of operations and comprehensive loss and $0.8 million were reported as a reduction of Series A Preferred Stock presented as mezzanine equity on the condensed consolidated balance sheet at September 30, 2023. At December 31, 2022, the Company had accrued $0.3 million of transaction costs related to the Reverse Recapitalization, which were reported as other assets on the condensed consolidated balance sheet. AON LLC recorded $0.2 million of transaction expenses in connection with the Reverse Recapitalization during the three and nine months September 30, 2022, which were reported as transaction expenses in the condensed consolidated statements of operations and comprehensive loss.

Long-term Debt - Narrative (Details) - Line of Credit				9 Months Ended	12 Months Ended
Long-term Debt - Narrative (Details) - Line of Credit	Sep. 30, 2023 USD ($)	Feb. 14, 2022 USD ($)	Apr. 30, 2021 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Aug. 15, 2022 USD ($)	Jul. 29, 2021 USD ($)
PNC Loan Facility
Debt Instrument [Line Items]
Proceeds from facility			$ 34,600,000
Maximum borrowing capacity		$ 125,000,000	65,000,000				$ 75,000,000
Pledged collateral			10,000,000
Quarterly collateral released			$ 2,500,000
Proceeds from lines of credit		16,300,000
Unamortized debt issuance costs	$ 400,000			$ 400,000
PNC Loan Facility \| Debt Instrument, Threshold Limit, Period One
Debt Instrument [Line Items]
Minimum funding threshold (in percent)	0.65		0.65
PNC Loan Facility \| Debt Instrument, Threshold Limit, Period Two
Debt Instrument [Line Items]
Minimum funding threshold (in percent)			0.75
PNC Loan Facility \| Alternate Base Rate
Debt Instrument [Line Items]
Basis spread (in percent)			1.45%
Revolving Credit Facility \| PNC Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 10,000,000	$ 5,000,000			$ 1,000,000
Bank fee (in percent)			1.65%
Unused line fee (in percent)			0.20%
Proceeds from lines of credit				$ 0	$ 0
Revolving Credit Facility \| PNC Line of Credit \| London Interbank Offered Rate (LIBOR) 1
Debt Instrument [Line Items]
Basis spread (in percent)			1.65%
Revolving Credit Facility \| PNC Line of Credit \| Alternate Base Rate
Debt Instrument [Line Items]
Basis spread (in percent)			0.65%
Revolving Credit Facility \| PNC Line of Credit \| Bloomberg Short-Term Bank Yield Index
Debt Instrument [Line Items]
Basis spread (in percent)		1.65%

Variable Interest Entities

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

AOMC is a wholly owned subsidiary of AON LLC and neither AOMC nor AON LLC has ownership interest in AON Partners and Partners of Maryland. Both AON Partners and Partners of Maryland are fully owned by physicians. AON LLC operates its physician practices through the MSAs and other contractual agreements between AOMC, AON Partners, and Partners of Maryland. The responsibilities of AOMC include, but are not limited to, negotiating provider and payor contracts, employment and compensation decisions, billing and collections, furnishing all supplies and equipment necessary for the respective practice’s operations as well as, necessary real estate, contracting on behalf of AON Partners and Partners of Maryland, entering into leases, holding a power of attorney to perform the above activities, preparing, maintaining and administering all accounting records (including financial reporting), expense payment, and maintenance of all information systems/software. AON LLC is paid a management fee to compensate AOMC for the services provided. AON Central Services is 80% physician owned and 20% owned by AON LLC. AOMC entered into an agreement with AON Central Services, effective January 1, 2023, to provide qualified non-clinical and non-medical employees to AOMC to support the operation of the physician practices. AOMC pays a monthly management fee to AON Central Services equal to the aggregate cost of compensation, benefits and all other costs related to these employees. AON LLC invested $0.2 million in MIBA, a newly formed LLC, during the second quarter of 2023 in exchange for 56% equity ownership. The Company evaluated AON LLC’s relationship with MIBA under the VIE model and determined it was a VIE and the Company is the primary beneficiary based on its financial controlling interest.

Based on various quantitative and qualitative factors, including assessment of certain services performed and relationships held above, management has determined that AON Partners, Partners of Maryland, AON Central Services, and MIBA are all variable interest entities and AOMC is the primary beneficiary who holds the decision-making rights over the activities that most significantly impact the economic performance of AON Partners, Partners of Maryland, AON Central Services, and MIBA through the MSAs and other contractual agreements. Accordingly, the results of AON Partners, Partners of Maryland, AON Central Services, and MIBA have been consolidated with the Company for the three and nine month periods ended September 30, 2023 and 2022.

The assets of AON Partners, Partners of Maryland, AON Central Services, and MIBA as of September 30, 2023 and December 31, 2022, are as follows:


	As of September 30, 2023		As of December 31, 2022
Assets
Cash and cash equivalents	$	33,083	$	26,844
Accounts receivable	141,039		136,098
Inventories	37,844		36,476
Prepaid expenses and other current assets	869		846
Goodwill and intangibles, net	180		180
Other receivables	36,294		28,139
Other assets	2,014		1,489
Total assets	$	251,323	$	230,072

The liabilities of AON Partners, Partners of Maryland, AON Central Services, and MIBA as of September 30, 2023 and December 31, 2022, are as follows:


	As of September 30, 2023		As of December 31, 2022
Liabilities
Accounts payable	$	114,779	$	102,783
Accrued compensation and benefits	22,747		6,021
Accrued other	16,038		15,926
Other long-term liabilities	137		452
Due to AON LLC and subsidiaries, net	134,344		128,204
Total liabilities	$	288,045	$	253,386

All intercompany transactions and balances with the VIEs are eliminated in consolidation.

Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

Debt consisted of the following at September 30, 2023 and December 31, 2022:


	As of September 30, 2023		As of December 31, 2022
PNC Facility	$	81,250	$	81,250
Total	81,250		81,250
Unamortized debt issuance costs	(825)		(949)
Total debt	$	80,425	$	80,301

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482949/835-30-55-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480848/942-470-50-3

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-6

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

Lessee, Assets And Liabilities

Marketable Securities - Remaining Contractual Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale, Fair Value, Fiscal Year Maturity [Abstract]
Total	$ 26,034	$ 9,851
Level 2
Debt Securities, Available-for-Sale, Fair Value, Fiscal Year Maturity [Abstract]
Due in one year or less	13,190
Due in one to five years	12,843
Total	26,033	9,851
Corporate bonds \| Level 2
Debt Securities, Available-for-Sale, Fair Value, Fiscal Year Maturity [Abstract]
Due in one year or less	4,805
Due in one to five years	9,199
Total	14,004	7,623
U.S. Treasury securities \| Level 2
Debt Securities, Available-for-Sale, Fair Value, Fiscal Year Maturity [Abstract]
Due in one year or less	8,385
Due in one to five years	3,644
Total	$ 12,029	$ 2,228

Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Leases

The Company currently leases office facilities and equipment for its practices under noncancelable operating and finance lease agreements expiring on various dates through 2038. Certain of the leases contain renewal options which are exercisable at the Company’s discretion. These renewal options are considered in determining the lease term if it is reasonably certain that the Company will exercise such options. Additionally, the Company leases certain other office and medical equipment under month-to-month lease agreements.

Right-of-use assets and lease liabilities consist of the following at September 30, 2023 and December 31, 2022:


	As of September 30, 2023		As of December 31, 2022
Assets
Operating lease right-of-use assets, net	$	46,138	$	43,724
Finance lease right-of-use assets, net (included in property and equipment, net)	2,791		1,998
Total right-of-use assets	$	48,929	$	45,722

Liabilities
Current
Current portion of operating lease liabilities	$	7,123	$	9,177
Current portion of finance lease liabilities (included in accrued other)	630		425
Long-term	7,753		9,602
Long-term operating lease liabilities	42,261		37,224
Long-term finance lease liabilities (included in other long-term liabilities)	2,126		1,619
Total lease liabilities	$	52,140	$	48,445

The components of lease costs recognized in the condensed consolidated statements of operations and comprehensive loss consist of the following for the three and nine month periods ended September 30, 2023 and 2022 and are included in selling, general, and administrative expenses unless otherwise noted:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating lease costs	$	2,820	$	3,161	$	8,361	$	9,297
Finance lease costs
Amortization of finance lease right-of-use assets	122		185		354		413
Interest on finance lease liabilities (included in interest expense)	35		19		79		60
Variable lease costs	560		862		1,742		2,232
Total lease costs	$	3,537	$	4,227	$	10,536	$	12,002

The following table reconciles the undiscounted cash flows expected to be paid in each of the next five years and thereafter recorded in the condensed consolidated balance sheets for operating and finance leases as of September 30, 2023:


	Operating Lease		Finance Leases
2023 (remainder of year after September 30, 2023)	$	1,679	$	188
2024	10,940		753
2025	9,830		731
2026	9,413		492
2027	8,194		428
Thereafter	24,154		528
Total lease payments	64,210		3,120
Less: amount representing interest	(14,826)		(364)
Present value of lease liabilities	49,384		2,756
Less: current portion of lease liabilities	(7,123)		(630)
Long-term lease liabilities, net of current portion	$	42,261	$	2,126

The weighted-average remaining lease term as of September 30, 2023 and December 31, 2022 was 7.01 years and 5.68 years for operating leases and 5.00 years and 5.37 years for finance leases, respectively. The weighted-average discount rate as of September 30, 2023 and December 31, 2022 was 6.56% and 4.88% for operating leases and 5.12% and 3.60% for finance leases, respectively.

The cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2023 and 2022 is as follows:


	Nine Months Ended September 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	7,678	$	9,788
Operating cash flows from finance leases	79		60
Financing cash flows from finance leases	387		321
ROU assets obtained in exchange for new operating lease liabilities	9,862		9,771
ROU assets obtained in exchange for new finance lease liabilities	1,103		-

At September 30, 2023, the Company had entered into two sixty-month finance leases for medical equipment that had not yet commenced. The future commitments related to these leases are approximately $3.8 million and the Company expects to take control of the leased assets early in the fourth quarter.

Leases

Right-of-use assets and lease liabilities consist of the following at September 30, 2023 and December 31, 2022:


	As of September 30, 2023		As of December 31, 2022
Assets
Operating lease right-of-use assets, net	$	46,138	$	43,724
Finance lease right-of-use assets, net (included in property and equipment, net)	2,791		1,998
Total right-of-use assets	$	48,929	$	45,722

Liabilities
Current
Current portion of operating lease liabilities	$	7,123	$	9,177
Current portion of finance lease liabilities (included in accrued other)	630		425
Long-term	7,753		9,602
Long-term operating lease liabilities	42,261		37,224
Long-term finance lease liabilities (included in other long-term liabilities)	2,126		1,619
Total lease liabilities	$	52,140	$	48,445


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating lease costs	$	2,820	$	3,161	$	8,361	$	9,297
Finance lease costs
Amortization of finance lease right-of-use assets	122		185		354		413
Interest on finance lease liabilities (included in interest expense)	35		19		79		60
Variable lease costs	560		862		1,742		2,232
Total lease costs	$	3,537	$	4,227	$	10,536	$	12,002


	Operating Lease		Finance Leases
2023 (remainder of year after September 30, 2023)	$	1,679	$	188
2024	10,940		753
2025	9,830		731
2026	9,413		492
2027	8,194		428
Thereafter	24,154		528
Total lease payments	64,210		3,120
Less: amount representing interest	(14,826)		(364)
Present value of lease liabilities	49,384		2,756
Less: current portion of lease liabilities	(7,123)		(630)
Long-term lease liabilities, net of current portion	$	42,261	$	2,126

The cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2023 and 2022 is as follows:


	Nine Months Ended September 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	7,678	$	9,788
Operating cash flows from finance leases	79		60
Financing cash flows from finance leases	387		321
ROU assets obtained in exchange for new operating lease liabilities	9,862		9,771
ROU assets obtained in exchange for new finance lease liabilities	1,103		-

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Right-of-use assets and lease liabilities consist of the following at September 30, 2023 and December 31, 2022:


	As of September 30, 2023		As of December 31, 2022
Assets
Operating lease right-of-use assets, net	$	46,138	$	43,724
Finance lease right-of-use assets, net (included in property and equipment, net)	2,791		1,998
Total right-of-use assets	$	48,929	$	45,722

Liabilities
Current
Current portion of operating lease liabilities	$	7,123	$	9,177
Current portion of finance lease liabilities (included in accrued other)	630		425
Long-term	7,753		9,602
Long-term operating lease liabilities	42,261		37,224
Long-term finance lease liabilities (included in other long-term liabilities)	2,126		1,619
Total lease liabilities	$	52,140	$	48,445

Lease, Cost


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating lease costs	$	2,820	$	3,161	$	8,361	$	9,297
Finance lease costs
Amortization of finance lease right-of-use assets	122		185		354		413
Interest on finance lease liabilities (included in interest expense)	35		19		79		60
Variable lease costs	560		862		1,742		2,232
Total lease costs	$	3,537	$	4,227	$	10,536	$	12,002

The cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2023 and 2022 is as follows:


	Nine Months Ended September 30,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	7,678	$	9,788
Operating cash flows from finance leases	79		60
Financing cash flows from finance leases	387		321
ROU assets obtained in exchange for new operating lease liabilities	9,862		9,771
ROU assets obtained in exchange for new finance lease liabilities	1,103		-

Lessee, Operating Lease, Liability, to be Paid, Maturity


	Operating Lease		Finance Leases
2023 (remainder of year after September 30, 2023)	$	1,679	$	188
2024	10,940		753
2025	9,830		731
2026	9,413		492
2027	8,194		428
Thereafter	24,154		528
Total lease payments	64,210		3,120
Less: amount representing interest	(14,826)		(364)
Present value of lease liabilities	49,384		2,756
Less: current portion of lease liabilities	(7,123)		(630)
Long-term lease liabilities, net of current portion	$	42,261	$	2,126

Finance Lease, Liability, to be Paid, Maturity


	Operating Lease		Finance Leases
2023 (remainder of year after September 30, 2023)	$	1,679	$	188
2024	10,940		753
2025	9,830		731
2026	9,413		492
2027	8,194		428
Thereafter	24,154		528
Total lease payments	64,210		3,120
Less: amount representing interest	(14,826)		(364)
Present value of lease liabilities	49,384		2,756
Less: current portion of lease liabilities	(7,123)		(630)
Long-term lease liabilities, net of current portion	$	42,261	$	2,126

Variable Interest Entities (Tables)

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The assets of AON Partners, Partners of Maryland, AON Central Services, and MIBA as of September 30, 2023 and December 31, 2022, are as follows:


	As of September 30, 2023		As of December 31, 2022
Assets
Cash and cash equivalents	$	33,083	$	26,844
Accounts receivable	141,039		136,098
Inventories	37,844		36,476
Prepaid expenses and other current assets	869		846
Goodwill and intangibles, net	180		180
Other receivables	36,294		28,139
Other assets	2,014		1,489
Total assets	$	251,323	$	230,072

The liabilities of AON Partners, Partners of Maryland, AON Central Services, and MIBA as of September 30, 2023 and December 31, 2022, are as follows:


	As of September 30, 2023		As of December 31, 2022
Liabilities
Accounts payable	$	114,779	$	102,783
Accrued compensation and benefits	22,747		6,021
Accrued other	16,038		15,926
Other long-term liabilities	137		452
Due to AON LLC and subsidiaries, net	134,344		128,204
Total liabilities	$	288,045	$	253,386

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

Schedule of Reverse Recapitalization, Changes in Units

Equity (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

The following table summarizes the changes to AON LLC’s Class A, Class A-1, and Class B Units for the three and nine months ended September 30, 2023, and 2022.


in thousands, except for share and per share amounts	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Class A Units, value
Beginning of Period	$	7,725	$	7,725	$	7,725	$	7,725
Issuance of Units	—		—		—		—
Impact of the Reverse Recapitalization	(7,725)		—		(7,725)		—
End of Period	$	—	$	7,725	$	—	$	7,725

Class A Units, units
Beginning of Period	19,495,376		19,495,376		19,495,376		19,495,376
Issuance of Units	—		—		—		—
Impact of the Reverse Recapitalization	(19,495,376)		—		(19,495,376)		—
End of Period	—		19,495,376		—		19,495,376



in thousands, except for share and per share amounts	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Class A-1 Units, value
Beginning of Period	$	31,040	$	28,500	$	28,500	$	28,500
Issuance of Units	7,185		—		9,725		—
Impact of the Reverse Recapitalization	(38,225)		—		(38,225)		—
End of Period	$	—	$	28,500	$	—	$	28,500

Class A-1 Units, units
Beginning of Period	2,281,696		1,842,520		1,842,520		1,842,520
Issuance of Units	718,549				1,157,725
Impact of the Reverse Recapitalization	(3,000,245)				(3,000,245)
End of Period	—		1,842,520		—		1,842,520

in thousands, except for share and per share amounts	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Class B Units, value
Beginning of Period	$	80	$	90	$	80	$	80
Equity based compensation	10		5		10		15
Impact of the Reverse Recapitalization	(90)		—		(90)
End of Period	$	—	$	95	$	—	$	95

Class B Units, units
Beginning of Period	4,703,628		4,703,628		4,703,628		4,703,628
Units Vested	910,548		—		910,548		—
Impact of the Reverse Recapitalization	(5,614,176)		—		(5,614,176)		—
End of Period	—		4,703,628		—		4,703,628

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)

Sep. 30, 2023

Dec. 31, 2022

Redeemable convertible preferred stock, shares outstanding (in shares)

6,652,000

Operating lease right-of-use assets

^[1]

$ 46,138,000

$ 43,724,000

^[2]

120,383,000

106,495,000

^[3]

7,123,000

9,177,000

Common unit, units outstanding (in units)

^[4]

$ 42,261,000

$ 37,224,000

Capital Unit, Class A

19,495,376

Capital Unit, Class A-1

Common unit, units outstanding (in units)

1,842,520

Capital Unit, Class B

Common unit, units outstanding (in units)

4,703,628

Related Party

Operating lease right-of-use assets

$ 11,476,000

$ 13,077,000

112,740,000

102,113,000

1,912,000

1,836,000

Par value (dollars per share)

$ 9,994,000

$ 11,631,000

Series A Preferred Stock

$ 0.0001

Shares authorized (shares)

7,500,000

Shares issued (in shares)

6,651,610

Redeemable convertible preferred stock, shares outstanding (in shares)

6,651,610

Liquidation preference

$ 66,649,130

Common Class A

Common stock, par value (in usd per share)

$ 0.0001

Common stock, shares authorized (in shares)

200,000,000

Common stock, shares issued (in shares)

9,453,604

Common stock, shares outstanding (in shares)

9,453,604

Common Class B

Common stock, par value (in usd per share)

$ 0.0001

Common stock, shares authorized (in shares)

100,000,000

Common stock, shares issued (in shares)

25,109,551

Common stock, shares outstanding (in shares)

25,109,551

[1]	Includes related party operating right-of-use assets, net of $11,476 and $13,077 at September 30, 2023 and December 31, 2022, respectively
[2]	Includes amounts due to related party of $112,740 and $102,113 at September 30, 2023 and December 31, 2022, respectively
[3]	Includes related party current portion of operating lease liabilities of $1,912 and $1,836 at September 30, 2023 and December 31, 2022, respectively
[4]	Includes related party long-term operating lease liabilities of $9,994 and $11,631 at September 30, 2023 and December 31, 2022, respectively

Business (Tables)

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Affiliation Agreements

During the nine months ended September 30, 2023 and 2022, the Company entered into affiliation agreements with or acquired the following oncology practices.


Nine Months Ended September 30, 2022						Nine Months Ended September 30, 2023
State						State
Arizona						Texas(a)
Georgia(a)						Florida(a)
Louisiana(a)						Arkansas(a)
Georgia(a)
Georgia(a)
Georgia(a)

Business (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
Business (Details) $ / shares in Units, $ in Thousands	Sep. 20, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) practice state $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) practice state $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Business Acquisition [Line Items]
Number of oncology practices \| practice		33		33
Number of states in which entity operates \| state		19		19
Reverse recapitalization, equity conversion ratio		1		1
Number of securities called by each warrant (in shares)		1		1
Transaction expenses \| $	$ 13,000	$ 24,603	$ 151	$ 29,886	$ 151
Sponsor Earnout Shares
Business Acquisition [Line Items]
Earnout period (in years)	5 years
Percentage of stock subject to vesting (in percent)	0.35
Number of shares subject to vesting (in shares)	2,839,375
Stock price trigger (in usd per share) \| $ / shares	$ 13.50
Earnout period, trading days (in days)	20 days
Earnout period, threshold trading day period (in days)	30 days
Earnout period, number of months after closing (in months)	60 months
AON LLC
Business Acquisition [Line Items]
Reverse recapitalization costs \| $		24,600		30,600
Transaction expenses \| $		$ 24,600	$ 200	29,800	$ 200
Accrued transaction costs \| $						$ 300
AON LLC \| Temporary Equity
Business Acquisition [Line Items]
Adjustment to APIC, transaction costs \| $				$ (800)
Common Class A
Business Acquisition [Line Items]
Shares issued (in shares)	1,047,343
Common stock, shares outstanding (in shares)		9,453,604		9,453,604
Series A Preferred Stock
Business Acquisition [Line Items]
Stock price (in usd per share) \| $ / shares		$ 10.00		$ 10.00
Common Class B
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)		25,109,551		25,109,551
Legacy AON Shareholders \| Class B Prefunded Warrants
Business Acquisition [Line Items]
Class of warrant outstanding (in warrants)	3,000,245
Legacy AON Shareholders \| AON LLC
Business Acquisition [Line Items]
Common unit, units outstanding (in units)	28,109,796
Legacy AON Shareholders \| Common Class B
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)	25,109,551
AON Inc. \| AON LLC
Business Acquisition [Line Items]
Common unit, units outstanding (in units)	9,532,354
AON Inc. \| AON LLC \| Series A Preferred Stock
Business Acquisition [Line Items]
Preferred units, outstanding (in units)	6,651,610
Digital Transformation Opportunities Corp. (“DTOC”) \| Common Class B
Business Acquisition [Line Items]
Reverse recapitalization, equity conversion ratio	1
DTOC Unredeemed Shareholders \| Common Class A
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)	147,511
DTOC Sponsor \| Private Placement Warrants
Business Acquisition [Line Items]
Class of warrant outstanding (in warrants)	6,113,333
DTOC Sponsor \| Public Warrant
Business Acquisition [Line Items]
Class of warrant outstanding (in warrants)	8,337,500
Warrant, exercise period, after initial public offering	12 months
Warrant, exercise period, after business combination	30 days
Warrant, term	5 years
DTOC Sponsor \| Common Class A
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)	5,419,375
Earnout shares not outstanding (in shares)	2,839,375
Stock price (in usd per share) \| $ / shares	$ 11.50
DTOC Sponsor \| Common Class A \| Public Warrant
Business Acquisition [Line Items]
Number of securities called by each warrant (in shares)	1
AEA Growth Management LP \| Series A Preferred Stock
Business Acquisition [Line Items]
Shares issued (in shares)	6,651,610
Common stock, shares outstanding (in shares)	6,651,610
AON LLC
Business Acquisition [Line Items]
Reverse recapitalization, equity conversion ratio	1
AON LLC \| Class B Prefunded Warrants
Business Acquisition [Line Items]
Class of warrant outstanding (in warrants)	3,000,245
AON LLC \| Common Class A
Business Acquisition [Line Items]
Common stock, shares outstanding (in shares)	1,047,343
AON LLC \| Common Class B
Business Acquisition [Line Items]
Stock price (in usd per share) \| $ / shares	$ 0.01
AON LLC \| Common Class B \| Class B Prefunded Warrants
Business Acquisition [Line Items]
Number of securities called by each warrant (in shares)	1

Net Loss Per Share	9 Months Ended
Net Loss Per Share	Sep. 30, 2023
Earnings Per Share [Abstract]
Net Loss Per Share	Net Loss Per Share 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 September 21, 2023 to September 30, 2023, the period where the Company had Class A and Class B common stock outstanding. 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 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. Net loss attributable to Class A Common Stockholders for basic and diluted loss per share $ (1,791,768) Series A Deemed Dividend (2,089,000) Series A Preferred Cumulative Dividends (133,032) Undistributed Net Loss attributable to Class A Common Stockholders $ (4,013,000) Weighted-average shares for basic and diluted loss per share 6,614,229 Basic & Diluted loss per share of Class A Common Stock $ (0.61) 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. Series A Preferred Stock 6,651,610 Class B Common Stock 25,109,551 Class B Prefunded Warrants 3,000,245 Public and Private Warrants 14,450,883

Business Combinations (Details) - Northern Arizona Hematology and Oncology - USD ($)	Jan. 01, 2022	Sep. 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Purchase price (less than)	$ 100,000
Unwind agreement, liability		$ 0	$ 0

Reverse Capitalization (Tables)

9 Months Ended

Sep. 30, 2023

Reverse Recapitalization [Abstract]

Schedule of Reverse Recapitalization

The following table provides the historical cost of assets and liabilities of AON Inc. as of September 20, 2023.


	As of September 30, 2023
Cash and Cash Equivalents	$	1,493
Current Liabilities	(13,295)
Long Term Liabilities	(6,791)
Total Net Liabilities	$	(18,593)

Supplemental Condensed Balance Sheet Information

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental Condensed Balance Sheet Information

Other receivables

Other receivables consisted of the following at September 30, 2023 and December 31, 2022:


	As of September 30, 2023		As of December 31, 2022
Rebates receivable	$	36,556	$	27,955
Other	191		246
Total other receivables	$	36,747	$	28,201

Inventory

Inventory consisted of the following at September 30, 2023 and December 31, 2022:


	As of September 30, 2023		As of December 31, 2022
Intravenous drugs	$	27,508	$	25,674
Oral pharmaceuticals	10,336		10,802
Total inventories	$	37,844	$	36,476

Property and Equipment, net

Property and equipment, net consisted of the following at September 30, 2023 and December 31, 2022:


	As of September 30, 2023		As of December 31, 2022
Leasehold improvements	$	30,078	$	26,076
Furniture, fixtures and equipment	2,722		2,669
Medical equipment	12,659		11,003
Computer equipment	3,325		3,115
Signs	147		129
Automobiles	59		69
Software	4,412		4,834
Construction-in-progress	6,150		1,433
Property and equipment, gross	59,552		49,328

Accumulated depreciation and amortization	(23,312)		(17,348)
Property and equipment, net	$	36,240	$	31,980

Accrued Other

Accrued other consisted of the following at September 30, 2023 and December 31, 2022:


	As of September 30, 2023		As of December 31, 2022
Refund liability	$	14,521	$	14,544
Deferred social security taxes - COVID	-		378
Excise taxes payable	2,700		-
Current portion of finance lease liabilities	630		425
Other	5,126		2,453
Total accrued other	$	22,977	$	17,800

Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Equity

Prior Period Presentation

For periods prior to the Reverse Recapitalization, AON LLC had equity and stock-based compensation described below authorized, issued and outstanding. As discussed in Note 1, upon the Closing of the Business Combination, Legacy AON Shareholders received Class A Common Stock, Class B Common Stock, or Class B Prefunded Warrants and AON LLC reclassified their existing Class A, Class A-1, and Class B Units into AON LLC Common Units, pursuant to the terms of the Business Combination Agreement.

The Company recasted Historical AON LLC Equity outstanding for the periods prior to the Reverse Recapitalization, equal to the Per Company Unit Exchange Ratio, pursuant to the Business Combination, that was applied to the Class A, Class A-1, and Class B Units. The historical AON LLC units disclosed in this note give effect to the conversion for all periods presented, as follows.

Class A Units

AON LLC had authorized 19,495,376 units of Class A Units, of which 19,495,376 units were issued and were outstanding as of December 31, 2022.

Class A-1 Units

AON LLC had authorized 3,000,245 units of Class A-1 Units, of which 1,842,520 units were issued and were outstanding as of December 31, 2022.

Class B Units (Profit Interest)

The Class B units were issued through the 2017 Profits Interest Plan adopted by the Company in October 2017. The Class B Units represented a non-voting equity interest in AON LLC that entitled the holder to appreciation in the equity value of AON LLC arising after the date of grant and after such time as an applicable hurdle amount is met. AON LLC recognized the cost of services received in exchange for Class B Units based on the grant-date fair value. That cost was recognized over the period during which the service provider is required to provide service in exchange for the award over the requisite service period or based on performance. AON LLC used the Black-Scholes-Merton pricing model to estimate the fair value of profits interest unit awards. On an as converted basis, as of December 31, 2022, AON LLC issued 5,614,176 Class B Units, of which 4,703,628 were vested and outstanding; the remaining 910,548 of Class B units vested upon consummation of the Business Combination. The stock compensation expense that was recognized for the vesting of the Class B Units was less than $0.1 million.

The following table summarizes the changes to AON LLC’s Class A, Class A-1, and Class B Units for the three and nine months ended September 30, 2023, and 2022.


in thousands, except for share and per share amounts	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Class A Units, value
Beginning of Period	$	7,725	$	7,725	$	7,725	$	7,725
Issuance of Units	—		—		—		—
Impact of the Reverse Recapitalization	(7,725)		—		(7,725)		—
End of Period	$	—	$	7,725	$	—	$	7,725

Class A Units, units
Beginning of Period	19,495,376		19,495,376		19,495,376		19,495,376
Issuance of Units	—		—		—		—
Impact of the Reverse Recapitalization	(19,495,376)		—		(19,495,376)		—
End of Period	—		19,495,376		—		19,495,376



in thousands, except for share and per share amounts	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Class A-1 Units, value
Beginning of Period	$	31,040	$	28,500	$	28,500	$	28,500
Issuance of Units	7,185		—		9,725		—
Impact of the Reverse Recapitalization	(38,225)		—		(38,225)		—
End of Period	$	—	$	28,500	$	—	$	28,500

Class A-1 Units, units
Beginning of Period	2,281,696		1,842,520		1,842,520		1,842,520
Issuance of Units	718,549				1,157,725
Impact of the Reverse Recapitalization	(3,000,245)				(3,000,245)
End of Period	—		1,842,520		—		1,842,520

in thousands, except for share and per share amounts	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Class B Units, value
Beginning of Period	$	80	$	90	$	80	$	80
Equity based compensation	10		5		10		15
Impact of the Reverse Recapitalization	(90)		—		(90)
End of Period	$	—	$	95	$	—	$	95

Class B Units, units
Beginning of Period	4,703,628		4,703,628		4,703,628		4,703,628
Units Vested	910,548		—		910,548		—
Impact of the Reverse Recapitalization	(5,614,176)		—		(5,614,176)		—
End of Period	—		4,703,628		—		4,703,628

Class B-1 Units

In June and July of 2023, the Company granted a total of 415 AON LLC Class B-1 Units to certain employees under the 2017 Profits Interest Plan (the “Plan”). The Class B-1 Units vested upon the consummation of the Business Combination, therefore, $4.9 million of expense has been recognized in the condensed consolidated statement of operations and comprehensive loss for the three months ended September 30, 2023. Upon the closing of the Business Combination, the vested Class B-1 Units were reclassified to AON LLC Common Units and exchanged for newly issued shares of Class A Common Stock equal to the Per Company Unit Exchange Ratio, pursuant to the Business Combination Agreement, which resulted in the issuance of 1,047,343 shares of New AON Class A Common Stock.

Mezzanine Equity Class C Units

As described in Note 1, the AON LLC Class C Units were converted into AON LLC Series A Preferred Units as of the Closing Date. Concurrently, New AON issued a number of shares of New AON Series A Preferred Stock equal to the number of AON LLC Series A Preferred Units held by the AON Class C Preferred Investor to AEA Growth Management LP, the parent of AON Class C Preferred Investor (“AEA Growth”) in exchange for all the shares of common stock held by AEA Growth in the AON Class C Preferred Investor. Promptly after the First Step, the AON Class C Preferred Investor merged with and into New AON whereby the separate existence of the AON Class C Preferred Investor ceased and New AON held all the AON LLC Series A Preferred Units. On an as converted basis, as of September 20, 2023, 6,651,610 Series A Preferred Stock were issued to AEA Growth Management LP.

The AON LLC Class C Units were contingently redeemable convertible preferred units and classified as mezzanine equity on the condensed consolidated balance sheet as of June 30, 2023 because the units were redeemable five years from the issuance date, at the option of the holder. As of June 30, 2023, the AON LLC Class C Units were recorded at their initial carrying value, net of offering costs. The Class C Units were not being accreted to redemption value, as the redemption was not probable due to the removal of the redemption right pursuant to the Business Combination. See discussion below.

The Class C Units had materially the same rights as the Series A Preferred Stock issued by the Company to AEA Growth Management LP, the parent of the AON Class C Preferred Investor, with the exception of the “AON LLC Class C Unit Redemption Right” and the “Class C Option to Purchase Additional Shares”, discussed below. Further, the Class C Units did not contain a mandatory conversion feature that allowed AON LLC to force the Class C Investor to convert the Class C Units into another equity unit in AON LLC and the Class C Units did not have a one time conversion price adjustment.

Class C Unit Redemption Right

After the fifth anniversary of the Effective Date (June 7, 2028), the holders of a majority of the Class C Units had the right to cause the Company to redeem all of the Class C Units. The redemption price per Class C Unit was equal to the greater of (i) the Class C Liquidation Preference and (ii) the Fair Market Value of a Class C Unit (the “Class C Redemption Price”). The Class C Liquidation Preference is defined as an amount equal to the sum of (a) the Class C Preferred Return of such Class C Member and (b) the amount of such Class C Member’s Net Invested Capital Contributions of $65.0 million. The Class C Unit Preferred Return is defined as the cumulative, semiannually-compounded return of 8% per annum based on the original Net Invested Capital Contributions of $65.0 million. The Class C Unit Redemption Right was removed as of the Closing of the Business Combination.

Class C Unit Option to Purchase Additional Units

In accordance with the terms of the Amended and Restated Class C Convertible Preferred Unit Purchase Agreement dated June 7, 2023, the Class C Preferred Investor had an option to purchase an additional 378 AON Class C Units until the Closing of the Business Combination at a purchase price of $26,423 per Unit (“Option Feature”). The Company determined that this Option Feature was required to be accounted for as a derivative in accordance with ASC 815. The fair value of the derivative was estimated to be $1.4 million as of June 30, 2023. The Class C Preferred Investor did not exercise this option prior to the Closing of the Business Combination. As a result, the Company recognized a gain of $1.4 million in other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss for the three months ended September 30, 2023. The Class C Unit Option expired as of the Closing of the Business Combination.

Series A Preferred Stock (Mezzanine Equity)

considered an extinguishment for accounting purposes, with the Company recording a deemed dividend of $2.1 million to account for the difference between the carrying value of the Class C Units and the fair value of the Series A Preferred Stock at the transaction date. This amount is reflected in the condensed consolidated statements of mezzanine and stockholders’ equity as part of the reverse recapitalization, net. See further discussion on the PIK Dividend discussed below.

The Series A Preferred Stock are not being accreted to redemption value, as the Series A Preferred Stock are not redeemable, nor are they probable of becoming redeemable.

Dividends

The Series A Preferred Stock accrue dividends at a cumulative, semiannually-compounded return of 8% per annum based on the original Net Invested Capital Contributions from the Class C Units of $65.0 million. These dividends may be paid in cash or accumulate into the Accrued Value at the option of New AON. The accrual shall be calculated on June 30 and December 31 and with respect to the semiannually-compounded return, no interest is required to be paid on any present or future Series A Preferred Stock accrued dividends. The Series A Preferred Stock also participate in distributions with the Class A Common stockholders.

On September 20, 2023, the Company issued 6,651,610 Series A Preferred Stock to AEA Growth Management LP. The number of Series A Preferred Stock shares issued at the Closing of the Business Combination was equal to the aggregate Class C Liquidation Preference pursuant to the Business Combination Agreement. As a result, the issuance of the Series A Preferred Stock effectively included an in-kind payout (“PIK”) of the accrued dividend since the calculation of the amount issued was based on the Class C Liquidation Preference. As of the Closing, the Company recorded a dividend of 151,610 Series A Preferred Stock PIK shares with respect to the accrued dividends on the Series A Preferred Stock (the "PIK Dividend").

Voting

The holders of the Preferred Stock are entitled to elect and appoint one of the directors (“Series A Director”) to the Board of Directors. All other directors are appointed by the Class A and Class B Common stockholders. There are no restrictions on which matters the Series A Preferred stockholders are entitled to vote. The Series A Preferred stockholders are entitled to the number of votes equal to the number of shares of Common Stock into which the Series A Preferred Stock would be convertible on the record date of the vote.

Conversion Rights

The Series A Preferred Stock is convertible, at the option of the holder, at any time, and without the payment of additional consideration by the holder, into such number of fully-paid Class A Common Stock as is determined by dividing the Accrued Value by the Conversion Price in effect at the time of conversion (“Conversion Ratio”). The Accrued Value is the Original Issue Price (which is $10.00 per share of Preferred Stock, as adjusted for any stock split, stock dividend, combination, or other recapitalization) plus any unpaid dividends, compounded semi-annually. The Conversion Price is initially $10.00 per Preferred Share subject to adjustment for dilutive issuances of additional shares, dividends to common stockholders, stock splits, mergers, and a five-year anniversary special adjustment based on the volume weighted average price of the common stock. These dividends may be paid in cash or accumulate into the Accrued Value, at the option of New AON, on June 30 and December 31 of each year. The Conversion Rights shall terminate at the close of business on the day prior to the date of a Change of Control.

If at any time on or after the 30th day after the five-year anniversary of the issue date, any of the Series A Preferred Stock remain outstanding and the 30-Day VWAP of the Common Stock is less than $10.00 (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification), then the Conversion Price shall be adjusted to the greater of (x) the 30-Day VWAP on such date of determination and (y) $5.00 (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification).

New AON also has the right on or after the third-year anniversary of the date of issuance to cause all (but not less than all) of the outstanding shares of Series A Preferred Stock to be converted into shares of Class A Common Stock for each share of Series A Preferred Stock at the Conversion Ratio detailed above. The Company may only convert shares of Series A Preferred Stock into shares of Common Stock if the 30-Day VWAP of the Common Stock immediately prior to the Company Conversion Date is greater than $16.00 (as adjusted for any stock split, stock dividend, combination, or other recapitalization).

Liquidation Preferences

In the event of voluntary or involuntary liquidation, dissolution or winding up of the Company or an Initial Public Offering (IPO) or Exit Event, the Series A Preferred Stock have preferential liquidation rights. If a Deemed Liquidation Event were to occur, each Series A Preferred stockholder is entitled to be paid out of the assets of the Company available for distribution, equal to the greater of the following:

(i) The Original Issue Price of $10 per Series A Preferred Stock multiplied by the Applicable Percentage plus any Accrued Dividends on such share of Series A Preferred Stock; or

(ii) Such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into Common Stock immediately prior to such Deemed Liquidation Event.

The Series A Preferred Stock Applicable Percentage is defined as a percentage equal to (a) one hundred twenty-five percent (125%) if an Exit Event, dissolution, liquidation, or winding-up occurs prior to June 7, 2024, (b) one hundred twenty percent (120%) if an Exit Event, dissolution, liquidation, or winding up occurs after June 7, 2024, but prior to June 7, 2025, (c) one hundred fifteen percent (115%) if an Exit Event, dissolution, liquidation, or winding-up occurs after June 7, 2025, but prior to June 7, 2026, (d) one hundred ten percent (110%) if an Exit Event, dissolution, liquidation, or winding up occurs after June 7, 2026, but prior to June 7, 2027, (e) one hundred five percent (105%) if an Exit Event, dissolution, liquidation, or winding-up occurs after June 7, 2027, but prior to June 7, 2028, (f) one hundred percent (100%) if an Exit Event, dissolution, liquidation, or winding-up occurs after June 7, 2028.

Distributions to Class A and Class A-1 Members

On March 4, 2020, the AON LLC entered into the Second Amended and Restated Limited Liability Agreement (“Second Operating Agreement”) which established another class of equity, Class A-1 Units. The Second Operating Agreement provided, among other things, that the Class A and A-1 Units would receive a cumulative, annually-compounded, preferred return of 8.0% and 4.0%, respectively, on capital contributions when and if distributions are declared by the Board of the Company.

Prior to the issuance of the Class C Units on June 7, 2023 as discussed above, the Class A and A-1 unitholders were paid a cash distribution of $4.0 million and $4.1 million, respectively, representing the cumulative accrued preferred return to June 7, 2023.

On June 7, 2023, in connection with the issuance of the Class C Units, AON LLC entered into the Third Amended and Restated Limited Liability Agreement (“Third Operating Agreement”) which, among other things, eliminated any provisions for future preferred returns on Class A and A-1 units.

Class A-1 Anti-Dilution Feature

Prior to the Closing, in the event AON LLC, prior to a Qualified IPO, issued additional membership equity (“Additional Issuance”) at a valuation that represents a purchase price that is less than the New Unit Purchase Price, as defined, AON LLC was obligated to issue additional Class A-1 Units, for no consideration, such that the Class A-1 unitholder maintains the same percentage ownership as prior to the Additional Issuance (“Anti-Dilution Feature”).

The Company determined that the Anti-Dilution Feature met the definition of a derivative in accordance with ASC 815. The total loss on derivatives for the three months and nine months ended September 30, 2023 relating to this feature is $4.7 million and $9.8 million, respectively, and was recorded in other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. As a result of the Anti-Dilution Feature, upon the issuance of the Class C Units on June 7, 2023 and the Closing of the Business Combination on September 20, 2023, the Company issued an additional 174 and 284 Class A-1 Units, that were subsequently converted into 439,176 and 718,549 AON Common Units using the Per Company Unit Exchange Ratio, pursuant to the Business Combination Agreement. The total fair value of the issuance of additional Class A-1 shares on June 7, 2023 and September 20, 2023 was $2.5 million and $7.2 million, respectively, for a cumulative $9.7 million recorded as Class A-1 member equity in the condensed consolidated statements of mezzanine and stockholders’ equity. Upon the Closing of the Business Combination, the Class A-1 Anti-dilution Feature was eliminated and the derivative liability was fully extinguished.

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Net Loss Per Share - Calculation Of Earnings Per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss attributable to Class A Common Stockholders for basic loss per share	$ (1,792,000)	$ 0	$ (1,792,000)	$ 0
Net loss attributable to Class A Common Stockholders for diluted loss per share	$ (1,792,000)	$ 0	$ (1,792,000)	$ 0
Weighted average shares for basic loss per share (in shares)	6,614,229	0	6,614,229	0
Weighted average shares for diluted loss per share (in shares)	6,614,229	0	6,614,229	0
Basic loss per share of Class A Common Stock (in dollars per share)	$ (0.61)	$ 0	$ (0.61)	$ 0
Diluted loss per share of Class A Common Stock (in dollars per share)	$ (0.61)	$ 0	$ (0.61)	$ 0
Common Class A
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net loss attributable to Class A Common Stockholders for basic loss per share			$ 1,791,768
Net loss attributable to Class A Common Stockholders for diluted loss per share			1,791,768
Undistributed net loss, dilutive			4,013,000
Undistributed net earnings, basic			4,013,000
Series A Preferred Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Series A Deemed Dividend			(2,089,000)
Series A Preferred Cumulative Dividends			$ (133,032)

Supplemental Condensed Balance Sheet Information - Schedule of Other Receivables (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Rebates receivable	$ 36,556	$ 27,955
Other	191	246
Other receivables	$ 36,747	$ 28,201

Basis of Presentation and Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Refer to Note 1 for the accounting treatment of the Business Combination.

The Company has concluded that AON Partners, Partners of Maryland, AON Central Services, and MIBA are all VIEs in which AON LLC has the characteristics of a controlling financial interest and is deemed to be the primary beneficiary. The variable interest subjects AON LLC to all potential losses in the entities and, therefore, requires AON LLC, and in turn AON Inc., to consolidate the results of AON Partners, Partners of Maryland, AON Central Services, and MIBA in its condensed consolidated financial statements.

Refer to Note 4 for further information on the VIEs. Refer to Note 1 for the accounting treatment of the Reverse Recapitalization.

Significant Accounting Policies

The accounting policies included below should be read in conjunction with the annual consolidated financial statements.

Accounting Estimates and Assumptions

Segments

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker (the “CODM”). The Company’s CODM is its chief executive officer who reviews financial information together with certain operating metrics principally to make decisions about how to allocate resources and to measure the Company’s performance. The Company has one operating segment and one reportable segment that are structured around the organizational management of oncology practice operations. All revenue and assets are in the United States.

Revenue Recognition

estimate, the Company accrues a liability representing the expected final recoupments based on historical settlement trends.

Short-term Marketable Securities

Investments in marketable securities consist of corporate bonds and U.S. Treasury securities.

Equity Investment in Affiliate

Noncontrolling Interests

The Company consolidates the results of entities in which it has a controlling financial interest. Refer to Note 14 for additional considerations and presentation for noncontrolling interest.

Mezzanine Equity

New AON Series A Preferred Stock is redeemable for cash or the value of the property, rights or securities to be paid or distributed in the event of a Deemed Liquidation Event (which is outside of the Company’s control). As a result, Management has determined that the New AON Series A Preferred Stock should be classified as mezzanine equity. As of September 30, 2023, the Preferred Stock are recorded at their initial carrying value, net of offering costs of $0.8 million. The Series A Preferred Stock are not being accreted to redemption value, as the redemption is not probable. The Series A Preferred Stock are classified outside of members’ equity on the consolidated balance sheets. Refer to Note 14 for mezzanine equity presentation considerations for redeemable noncontrolling interest.

Business Combinations

Offering Costs

Professional Liability

Fair Value of Financial Instruments


Level 1			Inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.

Level 2			Inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.

Level 3			Inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

See Note 6 for a discussion of the Company’s Level 1 and Level 2 Marketable Securities as of September 30, 2023. See below for a discussion of the Company’s Level 1 and Level 3 warrant liabilities as of September 30, 2023. As of December 31, 2022, there were no Level 3 financial instruments. There were no transfers between any levels of the hierarchy during any periods presented.

Warrant Liabilities

Expected annual dividend yield – 0.0%

Expected volatility – 0.75%

Risk-free rate of return – 4.60%

Expected Option Term – 5.0

Earnings Per Share

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Reverse Capitalization - Schedule of Historical Cost (Details)	Sep. 30, 2023 USD ($)
Reverse Recapitalization [Abstract]
Cash and cash equivalents	$ 1,493,000
Current Liabilities	(13,295,000)
Long Term Liabilities	(6,791,000)
Total Net Liabilities	$ (18,593,000)

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 7,678	$ 9,788
Operating cash flows from finance leases	79	60
Financing cash flows from finance leases	387	321
ROU assets obtained in exchange for new lease liabilities
ROU assets obtained in exchange for new operating lease liabilities	9,862	9,771
ROU assets obtained in exchange for new finance lease liabilities	$ 1,103	$ 0

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 09, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-04321
Entity Registrant Name	American Oncology Network, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3984427
Entity Address, Address Line One	14543 Global Parkway
Entity Address, Address Line Two	Suite 110
Entity Address, City or Town	Fort Myers
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33913
City Area Code	833
Local Phone Number	886-1725
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001839998
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Common Class A
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001, per share
Trading Symbol	AONC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		9,550,099
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	AONCW
Security Exchange Name	NASDAQ
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		25,109,551

Supplemental Condensed Balance Sheet Information (Tables)

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Other Receivables

Other receivables consisted of the following at September 30, 2023 and December 31, 2022:


	As of September 30, 2023		As of December 31, 2022
Rebates receivable	$	36,556	$	27,955
Other	191		246
Total other receivables	$	36,747	$	28,201

Schedule of Inventory

Inventory consisted of the following at September 30, 2023 and December 31, 2022:


	As of September 30, 2023		As of December 31, 2022
Intravenous drugs	$	27,508	$	25,674
Oral pharmaceuticals	10,336		10,802
Total inventories	$	37,844	$	36,476

Schedule of Property and Equipment, net

Property and equipment, net consisted of the following at September 30, 2023 and December 31, 2022:


	As of September 30, 2023		As of December 31, 2022
Leasehold improvements	$	30,078	$	26,076
Furniture, fixtures and equipment	2,722		2,669
Medical equipment	12,659		11,003
Computer equipment	3,325		3,115
Signs	147		129
Automobiles	59		69
Software	4,412		4,834
Construction-in-progress	6,150		1,433
Property and equipment, gross	59,552		49,328

Accumulated depreciation and amortization	(23,312)		(17,348)
Property and equipment, net	$	36,240	$	31,980

Schedule of Other Accrued Liabilities, Current

Accrued other consisted of the following at September 30, 2023 and December 31, 2022:


	As of September 30, 2023		As of December 31, 2022
Refund liability	$	14,521	$	14,544
Deferred social security taxes - COVID	-		378
Excise taxes payable	2,700		-
Current portion of finance lease liabilities	630		425
Other	5,126		2,453
Total accrued other	$	22,977	$	17,800

Variable Interest Entities - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended	9 Months Ended
	May 31, 2023	Jun. 30, 2023	Sep. 30, 2023
AON Central
Variable Interest Entity [Line Items]
Ownership interest			20.00%
MIBA
Variable Interest Entity [Line Items]
Payments to acquire interest in subsidiary	$ 0.2	$ 0.2
Allocation of income to controlling and noncontrolling interests	56.00%
MIBA \| Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Allocation of income to controlling and noncontrolling interests		56.00%
Physician Owned \| AON Central
Variable Interest Entity [Line Items]
Ownership interest			80.00%

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Related Parties

9 Months Ended

Sep. 30, 2023

Related Parties

Transactions Notes Receivable

The Company enters into promissory notes with physicians of the Company. The notes receivable balances are satisfied through cash payments or settlements through the physicians’ compensation as part of their employee agreement. The notes receivable are amortized over a 60-month period as a reduction of compensation. The notes bear interest at the Company’s incremental borrowing rate (7.14% at September 30, 2023 and 1.57% at December 31, 2022, respectively).


	As of September 30, 2023		As of December 31, 2022		Original Principal		Issue Date	Maturity Date
Notes receivable
Note 2	$	1,027	$	1,057	$	5,355	5/1/2019	4/30/2024
Note 3	42		119		491		6/1/2019	5/31/2024
Note 6	-		351		1,111		5/22/2020	5/22/2023
Note 8	2,065		2,221		2,816		5/1/2020	5/1/2025
Note 9	-		125		125		1/24/2022	6/30/2023
Total notes receivables	3,134		3,873
Less: Current portion of notes receivable	$	(1,630)	(1,797)
Notes receivable, less current portion	$	1,504	$	2,076

Leases

The Company has operating leases for ten of the office facilities owned by employees of the Company. Total cash was approximately $0.6 million and $1.9 million paid for leases to related parties for the both the three and nine months ended September 30, 2023 and 2022, respectively.

Inventory Purchases/Concentration Risk

The Company purchases the majority of pharmaceuticals inventory from a subsidiary under common control of a Legacy AON Shareholder. During the three and nine months ended September 30, 2023 and 2022, the Company purchased from the related party approximately $268.0 million and $239.0 million and $774.0 million and $682.0 million, respectively. These purchases were approximately 86% and 89% and 88% and 86% as a percentage of cost of revenue for the three and nine months ended September 30, 2023 and 2022, respectively. At September 30, 2023 and December 31, 2022, the Company had $113.0 million and $102.1 million, respectively, included in accounts payable for invoices from the related party, representing 94% of accounts payable at each period-end.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Pay vs Performance Disclosure $ in Thousands	Sep. 30, 2023 USD ($)
Pay vs Performance Disclosure
Net income (loss) before noncontrolling interest	$ (1,792)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Marketable Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	$ 51,653	$ 26,926
Gross Unrealized Gains	114	12
Gross Unrealized Losses	(42)	(129)
Estimated Fair Value	26,034	9,851
Cash and cash equivalents and available-for-sale securities, amortized cost	73,612	10,077
Cash and cash equivalents and marketable securities, aggregate fair value	73,684	9,960
Level 1
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	47,651
Cash and cash equivalents, aggregate fair value	47,651
Level 1 \| U.S. Treasury securities
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	18,606
Cash and cash equivalents, aggregate fair value	18,606
Level 1 \| Overnight Repurchase Agreements
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	28,272
Cash and cash equivalents, aggregate fair value	28,272
Level 1 \| Money market funds
Debt Securities, Available-for-Sale [Line Items]
Cash and cash equivalents	773	109
Cash and cash equivalents, aggregate fair value	773	109
Level 2
Debt Securities, Available-for-Sale [Line Items]
Amortized  Cost	25,961	9,968
Gross Unrealized Gains	114	12
Gross Unrealized Losses	(42)	(129)
Estimated Fair Value	26,033	9,851
Level 2 \| Corporate bonds
Debt Securities, Available-for-Sale [Line Items]
Amortized  Cost	13,980	7,742
Gross Unrealized Gains	62	6
Gross Unrealized Losses	(38)	(125)
Estimated Fair Value	14,004	7,623
Level 2 \| U.S. Treasury securities
Debt Securities, Available-for-Sale [Line Items]
Amortized  Cost	11,981	2,226
Gross Unrealized Gains	52	6
Gross Unrealized Losses	(4)	(4)
Estimated Fair Value	$ 12,029	$ 2,228

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate (in percent)	(1.10%)	0.00%	(0.80%)	0.00%
Income tax expense	$ 315,000	$ 0	$ 315,000	$ 0

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Redeemable Noncontrolling Interest - Narrative (Details) - USD ($) $ in Thousands		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 20, 2023	Sep. 30, 2022
Noncontrolling Interest [Line Items]
Redemption ratio		1
Number of days after redemption notice date that redemption must be settled	10 years	10 years
Redemption value of noncontrolling interest	$ 369,300	$ 369,300
Excess redeemable noncontrolling interest over carrying amount	344,300	344,300
Fair value adjustment to redeemable noncontrolling interest	344,371
Additional Paid in Capital
Noncontrolling Interest [Line Items]
Fair value adjustment to redeemable noncontrolling interest	17,602	17,600
Retained Earnings (Deficit)
Noncontrolling Interest [Line Items]
Fair value adjustment to redeemable noncontrolling interest	$ 326,769	$ 326,700
Common Class A
Noncontrolling Interest [Line Items]
Common stock, shares outstanding (in shares)	9,453,604	9,453,604
Stockholders' equity, conversion, threshold volume weighted average price period	5 days	5 days
Legacy AON Shareholders \| AON LLC
Noncontrolling Interest [Line Items]
Common unit, units outstanding (in units)	28,109,796	28,109,796
Allocation of income to controlling and noncontrolling interests	81.00%	67.90%	100.00%	100.00%
Common stock, shares outstanding (in shares)	25,109,551	25,109,551
Class of warrant outstanding (in warrants)	3,000,245	3,000,245
LLC ownership threshold, percentage	50.00%	50.00%
AON Inc. \| AON LLC
Noncontrolling Interest [Line Items]
Allocation of income to controlling and noncontrolling interests	19.00%

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Revenue

Total revenue

$ 336,305,000

$ 297,324,000

$ 955,003,000

$ 849,272,000

Costs and expenses