SecProbe.io

May 7, 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. 3 to Registrati on Statement on Form S-1
Filed April 27, 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.
 General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please di sclose on your prospect us cover page that
you are an emerging growth company, and revise your prospectus to:
 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that  are available to you, such as exemptions
from Section 404(b) of the Sarbanes-Oxl ey Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and
 State your election under Sec tion 107(b) of the JOBS Act:
o If you have elected to opt out  of the extended transition period for complying with
new or revised accounting standards pur suant to Section 107(b), include a
statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with new
or revised accounting standards under Sect ion 102(b)(1), provide a risk factor

Marguerite M. Elias Gogo Inc. May 7, 2012 Page 2

 explaining that this election allows you to  delay the adoption of new or revised
accounting standards that have  different effective dates for public and private
companies until those standards apply to pr ivate companies.  Please state in your
risk factor that, as a resu lt of this election, your financial statements may not be
comparable to companies that comply with public company effective dates.  Include a similar statement in your critical accounting policy disclosures.

2. Please tell us in your supplemental res ponse whether you provide passengers with
complimentary Gogo Connectivity for a design ated amount of time (excluding any third
party sponsorship), such as a free trial peri od or the first few minutes free.  If you do
provide free minutes of Gogo Conne ctivity to passengers, please di sclose this fact in your
prospectus and address whether your connectiv ity take rate include s passengers who only
use the service for the duration of the complimentary minutes.
 Management’s Discussion and Analys is of Financial Condition…, page 51

 Key Business Metrics, page 53

3. We note your response to comment 9 from our letter dated March 30, 2012, as well as
your disclosure on page 14 that  your connectivity take rate for the last two years was
impacted by the large sponsorsh ip in the fourth quarter of  2010 that was not replicated
during 2011.  However, we also note that  your Commercial Av iation retail revenue
increased substantially for the year ended December 31, 2011 as compared with the prior
year.  Please expand your disclosure in your results of operations section to explain why
the take rate did not increase during the fi scal year ended December 31, 2011 despite a
significant increase in Gogo Connect ivity revenue for such period.
 Business, page 85

4. We note you response to comment 2 from our letter dated March 30, 2012.  We also note
your revised disclosure on page 85 st ating that you “currently” provide Gogo
Connectivity to passengers on 9 of the 10 North American airlines th at provide internet
connectivity to their passengers.  Please revise your disclosure to cl arify that three other
major airlines have announced arra ngements with other providers.
 Back cover page of prospectus

5. We note your response to comment 13 from  our letter dated March 30, 2012 and your
revisions to the graphics on the back cover page of your prospectus.  We believe the
relevance of the average number of hours you offer internet conn ectivity to passengers
per Gogo-equipped flight is unclear.  This metric does not appear to tie to either
passengers’ historic or prospective usage or your  historic or prospect ive revenue.  Please
remove this metric or provide additional cont ext on the cover page clearly explaining its
significance to the comp any and investors.

Marguerite M. Elias Gogo Inc. May 7, 2012 Page 3

6. In addition, we believe that your disclosure regarding the number of passengers on Gogo-
equipped flights in 2011 and the number of  minutes of potentia l engagement with
passengers in 2011 should be balanced to re flect your actual usage rates and financial
results for such period.  Please revise to di sclose, with equal or  greater prominence,
information reflecting the actual usage rate of passengers and your related revenue for
2011, including, for example, the number of  times passengers used Gogo Connectivity,
your connectivity take rate and your total av erage revenue per sessi on.  Please consider
providing us with your revised graphics  in advance of your next amendment

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