SecProbe.io

February 23, 2012
 Via E-mail

Marguerite M. Elias Senior Vice President and General Counsel Gogo Inc. 1250 N. Arlington Heights Road Suite 500 Itasca, IL 60143
Re: Gogo Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed February 14, 2012
  File No. 333-178727

Dear Ms. Elias:

We have reviewed your amended registra tion statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Prospectus Summary, page 1

1. We note your response to comment 9 from our  letter dated January 19, 2012.  Despite
your response, it does not appear that you re vised your summary to shorten it and to
eliminate repetitive disclosure.  We continue  to believe that eliminating repetitive
disclosure in your prospectus su mmary would be beneficial to i nvestors.  Please revise or
advise.

2. In response to comment 11 from our lett er dated January 19, 2012, you revised your
disclosure to state that passengers have logged in to the Gogo service over 15 million
times since the inception of your service to September 30, 2011.  Please explain the
significance of a passenger logg ing in as it relates to your  generation of revenues.

Marguerite M. Elias Gogo Inc. February 23, 2012 Page 2

 3. We note your response to comment 12 from our letter dated January 19, 2012.  Please
either move your cross-reference to the defini tion of gross passenge r opportunity so that
it immediately follows your use of such term on page 2 or include your definition of this metric on page 2.

4. We note your response to comment 14 from our letter dated January 19, 2012 and your
revised disclosure on  page 3 which indi cates that you present EBITDA because it
“eliminates items that management be lieves have less bearing on our operating
performance…”   Please revise your disclosure to identify the items management believes
have less bearing on your operating performan ce and therefore are excluded from this
metric.
 Risk Factors, page 15

 “We have incurred operating losses in every quarter since we launche d the Gogo service…,”
page 30

5. We note your response to comment 23 from our letter dated January 19, 2012 and your
assertion that you cannot accurate ly predict or estimate the costs associated with your
technology roadmap and international expansi on.  If you are unable to quantify such
expenses, please tell us the basis for your st atement on page 79 that your cash and cash
equivalents on hand and anticipated cash gene rated from operating activities should be
sufficient to meet your working capital and capital expenditure requirements for the next
twelve months.
 Use of Proceeds, page 44

6. We note your response to comment 25 from our letter dated January 19, 2012.  If you do
not have a specific plan for the offering pro ceeds, please discuss the principal reasons for
the offering.  See Item 504 of Regulation S-K.”
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
51

7. You disclose on page 54 that service revenue  represents substantially all of your CA
segment revenue, and it is derived primar ily from Gogo Connectivity related revenue
from purchases of individual sessions, monthly renewable subscriptions and multiple session packages, as well as fees paid by third pa rty sponsors.  It appe ars, therefore, that
you should provide a quantitati ve and qualitative discussi on and analysis of operating
metrics that are tied to thes e sources of revenue.  For ex ample, while you list as key
operating metrics your gross passenger oppor tunity and total av erage revenue per
passenger based on gross passenger opportunity , you have not quantified the actual
number of passengers who purchased your se rvices during each pe riod or the average

Marguerite M. Elias Gogo Inc. February 23, 2012 Page 3

 revenues per passenger who has used your serv ices.  However, it appears from your
discussion of the changes in revenues on page  65 that you do consid er “Connectivity take
rate” and “average revenue per session” as key operating metrics that management uses
to evaluate the performance of the compa ny.  Please expand your disclosure to quantify
these and other key metrics so that in vestors can better unde rstand the company's
financial condition and operating performance, as well as its prospects for the future.
 Critical Accounting Estimates, page 57

 Indefinite-Lived Asset, page 57

8. We note your response to comment 32 from our letter dated January 19, 2012 and your
belief that the Relief from Royalty met hod provided a more reliable fair value
measurement for your FCC spectrum license.  We  further note that you utilized a 5% to
6% range for your estimated royalty rates in your Relief from Royalty method.  Please
address the following:

 You state that you were “able  to observe publicly availa ble information on licensing
arrangements within the telecommunications industry and use those arrangements” to
determine the royalty rate that a market pa rticipant would pay to use your spectrum.
Tell us in more detail how you determined th e royalty rate to be used, including the
specific comparables used and the reasons why you believe such information was deemed appropriate considering the fact that there are “ver y infrequent sales of such
air-to-ground spectrum licenses” and most lik ely even fewer licenses to use such air-
to-ground spectrum.

 Considering the fact that you be lieve there is no comparable data to utilize the market
or cost approaches, and in light of our  question above as it relates to how a
comparable royalty rate was determined, e xplain in more detail why you believe that
the Greenfield approach is not appropriate.  In this regar d, it would seem that since
there may not be corroborating data availabl e, you may in fact have the most recent
and relevant information to be utilized when valuing your FCC spectrum license using the Greenfield approach, considering that you have built up the network since
your acquisition of this FCC spectrum in June 2006.

 Finally, tell us how you validat ed your results as determined using the Relief from
Royalty method to ensure that the valuation was appropriate.
 Derivative Liabilities and Fair Valu e Derivative Adjustments, page 58

9. We note your response to comment 33 from our letter dated January 19, 2012.  It is
unclear which estimates and assumptions most  significantly impact the fair value of your
derivative liabilities.  In this  regard, please expand this se ction to disclose the most

Marguerite M. Elias Gogo Inc. February 23, 2012 Page 4

 significant estimates and assumptions included  in your PWERM approach.  For example,
you should consider discussing the assumpti ons used in your discounted cash flow
scenarios and the probability assigned to  each scenario in your model.
 Share-Based Compensation, page 59

10. We note your response to comment 34 from our letter dated January 19, 2012.
Considering that the fair value of your co mmon stock increased approximately 80% from
March 2011, please expand your discussion to provide more specific information about
the relationship between your strong opera ting and financial performance and the
increase in fair value of your common stoc k.  You should also provide an indication of
the weight that changes in your forecasts and discount rates had on the fair value.
 Business, page 87

 Drive Consumer Adoption and Monetization, page 93

11. We note your response to comment 39 from our letter dated January 19, 2012.  Please
expand your disclosure to explain how you intend to tailor your pricing and access
options to address a wider ra nge of consumer preferences.

Our Technology Roadmap, page 104

12. We note your response to comment 46 from our letter dated January 19, 2012.  In light of
the significance of the upgrade to your operations and the materiality of the costs, please
quantify the costs associated w ith your contractual obligations  to upgrade certain aircraft
from ATG to ATG-4.  In additi on, please indicate the estimated  timing of availability of
your ATG-4 technology.
 Privacy, page 110

13. We note your response to comment 50 from our letter dated January 19, 2012.  Please tell
us how you provide your privacy policy to your customers.
 Certain Relationships and Relate d Party Transactions, page 141

 Bridge Notes, page 141

14. Please disclose the amount of notes held by each  related party and the number of shares
of common stock each related party will r eceive upon conversion of the preferred stock
upon the closing of the offering.

Marguerite M. Elias Gogo Inc. February 23, 2012 Page 5

 You may contact Christine Adams, Staff A ccountant at (202) 551- 3363 or Terry French,
Accountant Branch Chief, at (202) 551-3828 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Jessica Plowgi an, Attorney-Adviser at
(202) 551-3367 or Kathleen Krebs, Special Couns el at (202) 551-3350 with  any other questions.

Sincerely,
   /s/ Kathleen Krebs, for   Larry Spirgel
Assistant Director
cc: Via E-mail

 Matthew E. Kaplan, Esq.
 Debevoise & Plimpton LLP