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Correspondence

 February 14, 2012

 Larry Spirgel

 Assistant Director

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-7010

 Re:

 Gogo Inc.

Registration Statement on Form S-1

Filed December 23, 2011

 File
No. 333-178727

 Dear Mr. Spirgel:

 This letter sets forth the responses of Gogo Inc. (the “Registrant” or the “Company”) to the comments contained in your letter, dated January 19, 2012, relating to the
Registration Statement on Form S-1 File No. 333-178727, filed on December 23, 2011 (the “Registration Statement”). The comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) are set forth in
bold italicized text below, and the responses of the Registrant are set forth in plain text immediately following each comment.

The Registrant is submitting, via EDGAR, Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which
contains changes from the Registration Statement to reflect responses to the Staff’s comments on the Registration Statement. Enclosed with the paper copy of this letter are two copies of a clean version of Amendment No. 1, as well as four
copies of a blacklined version of Amendment No. 1, marked to show changes from the Registration Statement filed on December 23, 2011. Page references in the responses below are to Amendment No. 1.

General

1.
We note numerous blank spaces throughout the prospectus. Please be advised that you should include the price, dilution, capitalization, underwriting,
information regarding the selling shareholders and all other required information in an amendment to your Form S-1 prior to any distribution of preliminary prospectuses so that we may complete our review. Note that we may have additional comments
once you have provided this disclosure. Therefore, please allow us sufficient time to review your complete disclosure prior to any distribution of preliminary prospectuses.

 2

 Mr. Larry Spirgel

 U.S.
Securities and Exchange Commission

February 14, 2012

In response to the Staff’s comment, the Company confirms that it will include the price, use of proceeds, dilution, capitalization,
underwriting, information regarding the selling shareholders and all other required information in an amendment to the Registration Statement prior to any distribution of preliminary prospectuses. The Company further acknowledges that the Staff will
require sufficient time to review the Registration Statement prior to any distribution.

2.
As soon as practicable, please furnish us with a statement as to whether the amount of compensation to be allowed or paid to the underwriters has been cleared
with FINRA. Prior to the effectiveness of this registration statement, please provide us with a copy of the letter or a call from FINRA informing us that FINRA has no additional concerns.

In response to the Staff’s comment, the Company confirms that as soon as practicable, it will provide the Staff with a statement as
to whether FINRA has cleared the amount of compensation to be paid to the underwriters. Further, prior to the effectiveness of the Registration Statement, the Company will provide the Staff a letter from FINRA, or a call from FINRA, informing the
Staff that FINRA has no additional concerns.

3.
We encourage you to file all exhibits with your next amendment. We must review these documents before the registration statement is declared effective, and we may
have additional comments.

 The Company acknowledges the Staff’s comment and respectfully advises
the Staff that the Company will file all required exhibits by amendment as soon as practicable.

4.
Please provide us with copies of additional artwork, if any, you intend to include on the inside front and/or inside back cover pages of the prospectus. In
addition, please ensure that your artwork, such as the graphic on page 96, is readable. Since we may have comments that could result in material revisions to your artwork, we suggest that you provide us with enough time to finish commenting on your
artwork prior to circulating preliminary prospectuses. See Item VII of the March 31, 2001 quarterly update to the Division of Corporation Finance’s “Current Issues and Rulemaking Projects Outline.”

 In response to the Staff’s comment, the Company undertakes to provide the Staff with copies of its artwork
prior to circulating preliminary prospectuses. The Company further acknowledges that the Staff will require sufficient time to comment on the artwork and undertakes to provide the artwork in a timely manner.

5.
We note references throughout your prospectus to “flexible technology” (on pages 6 and 88), your intention to “retain technological network
flexibility” (on page 87) as well as statements that your network and systems architecture is “technology-neutral” (on page 96). Please expand your disclosure to further explain these terms.

In response to the Staff’s comment, the Company has revised the disclosure on pages 6, 93 and 102 to explain the terms
“technological network flexibility”, “flexible technology” and “technology-neutral.”

 3

 Mr. Larry Spirgel

 U.S.
Securities and Exchange Commission

February 14, 2012

6.
Please provide objective support for statements regarding the company or the company’s role in the marketplace. For example, provide support for the
following:

•

 Your statement that you deliver “ground-breaking” in-flight internet connectivity (page 1);

•

 Your statement that you are the only provider of ATG broadband connectivity in the business aviation market and the largest reseller of Iridium
satellite services to the business aviation market (page 2);

•

 Your assertion that your systems are the lowest weight among competitive offerings (page 4);

•

 Your belief that you have the most “cost efficient and scalable network” (page 4);

•

 Your belief that you are the only provider of in-flight broadband internet connectivity that can cost effectively equip an
airline’s entire North American fleet (pages 5 and 85);

•

 Your statement that North America represents approximately 75% of the worldwide in-flight internet connectivity market and that Gogo equipped
planes represented approximately 85% of North American aircraft that provide internet connectivity to their passengers (page 85);

•

 Your reference to “award-winning” customer service (page 88); and

•

 Your statement that Aircell has been recognized by the industry as a “provider of reliable and efficient equipment and services (page
99).

 These are only examples of the types of statements for which you should provide objective
support.

 In response to the Staff’s comment, the Company has submitted to the Staff supplemental materials along
with the paper copy of this letter containing the relevant excerpts from all third-party studies, reports, and articles regarding market and industry data cited or on which the Company relies, marked to identify the portions that support the
disclosure included in the prospectus.

7.
Provide us with copies of any industry analysis that you cite or upon which you rely, including, but not limited to, market research data and surveys prepared by
Egencia, International Air Transport Association and Forrester Research. Please highlight the specific portions that you are relying upon so that we can reference them easily. Please provide additional information about the Gogo-commissioned survey,
including who conducted it as well as the size and scope of the survey. In addition, please file a consent from the relevant party for any analysis that was prepared specifically for this filing.

 4

 Mr. Larry Spirgel

 U.S.
Securities and Exchange Commission

February 14, 2012

In response to the Staff’s comment regarding industry analysis, the Company directs the Staff to the supplemental materials submitted
to the Staff containing full copies of the market research data and surveys prepared by Egencia, International Air Transport Association and Forrester Research, as well as other market research data or information the prospectus cites or the Company
relies on. The Company has additionally provided in the supplemental materials to Staff the portions of the analysis and reports upon which the Company has relied in preparing the disclosure in the prospectus. In response to the
Staff’s comment regarding the Gogo-commissioned survey, the Company has revised the disclosures on pages 90 and 99 to reflect that the Company obtained these statistics through three separate surveys and to provide additional disclosure
regarding the scope and size of each survey. In response to the Staff’s comment regarding consents for any analysis prepared specifically for this filing, the Company respectfully advises the Staff that no analysis was specifically prepared for
this filing, and therefore, no consents have been provided.

 Prospectus Summary, page 1

8.
We note your statement on page 1 (and throughout your prospectus) that you are the “world’s leading provider of in-flight connectivity and a pioneer in
wireless in-cabin digital entertainment solutions.” Please expand your disclosure to provide the basis for your statement and clarify the measure by which you have determined your competitive position. See Item 101(c)(1)(x) of Regulation
S-K.

 In response to the Staff’s comment, the Company has revised the disclosure on page 1 and
throughout the prospectus to specify the basis on which it believes it is the “world’s leading provider of in-flight connectivity.” In addition, the Company directs the Staff to the supplemental materials submitted to the Staff for
the support underlying the statement that the Company is a “pioneer in wireless in-cabin digital entertainment solutions.”

The Gogo Advantage, page 3

9.
Please strive to eliminate repetitive disclosure in your prospectus summary. As just one example, your disclosure regarding your market position on pages 1 and 2
is also included on page 4. When eliminating unnecessary repetition, please balance and shorten your summary disclosure, particularly in the subsections “We are enabling the Connected Lifestyle In-Cabin,” “The Gogo Advantage” and
“Growth Strategy.” For example, please balance the disclosure in these sections by providing the following context:

•

 Disclose your operating losses for the periods presented as well as your expectation that you will continue to generate net losses in future
periods (as disclosed on page 29);

 5

 Mr. Larry Spirgel

 U.S.
Securities and Exchange Commission

February 14, 2012

•

 Address the risk that you will experience significant capacity constraints beginning in the second half of 2013 (or sooner), unless your airline
partners adopt and you successfully install your ATG-4 service on the expected timeline (as discussed on page 15);

•

 Address the risks associated with American Airlines’ pending bankruptcy proceedings;

•

 Address the risk that you expect to rely more heavily on satellite technology in future periods, which will diminish the benefit of the
technological advantage your ATG network currently provides you (as discussed on page 17); and

•

 Clarify that you will not be able to expand internationally until the launch of the first Inmarsat-5 satellite, which is currently scheduled for
mid-2013, assuming you enter into a definitive agreement with Inmarsat. Your disclosure should address whether competitors may be able to offer these services sooner.

In response to the Staff’s comment, the Company has revised the disclosure in the summary of the prospectus to reduce the amount of
repetitive disclosure. In addition, to balance the summary disclosure, the Company has added the caption “Our Risks” on page 7 of the summary of the prospectus to provide additional clarification concerning certain future expectations,
risks and expansion.

10.
To provide context, please disclose the portion of your revenue in recent fiscal periods attributable to each segment.

In response to the Staff’s comment, the Company has revised the disclosure on page 4 to provide the portion of revenue in recent
fiscal periods attributable to the BA and CA segments.

11.
You disclose on page 1 that you have “provided more than 15 million Gogo sessions to more than 4.4 million registered unique users.” Please
explain what a session is so that readers can understand how this relates to your generation of revenues. Also explain what a registered user is and whether a person could have more than one registration.

In response to the Staff’s comment, the Company has revised the disclosures on pages 1, 2 and 87.

12.
On page 2, you disclose historical information about your “gross passenger opportunity.” Please explain how you calculate “gross passenger
opportunity.” Explain how you arrive at your estimate of the aggregate number of passengers who board commercial aircraft on which Gogo service has been made available, per your definition on page 13. In this regard, clarify whether your
estimate is based upon the actual capacity of the flights equipped with your technology, the maximum potential capacity of the flights or some other measure.

 6

 Mr. Larry Spirgel

 U.S.
Securities and Exchange Commission

February 14, 2012

In response to the Staff’s comment, the Company has revised the disclosure on pages 14 and 53 and added a cross-reference on page 3
to such revised disclosure to explain the methodology the Company applies to estimating its “gross passenger opportunity.”

13.
Please balance the disclosure of your consolidated revenues on page 2 with disclosure of your net income (loss) for the same periods.

 In response to the Staff’s comment, the Company has revised the disclosure on pages 2 and 13 to include
the disclosure of net loss for the year ended December 31, 2010 and nine months ended September 30, 2011.

14.
We note your disclosure of “consolidated Adjusted EBITDA” on page 2. Briefly explain why you are presenting this non-GAAP measure and why you use this
measure.

 In response to the Staff’s comment, the Company has revised the disclosure on page 3 to
explain why the Company has presented Adjusted EBITDA.

 Organizational Structure and History, page 6

15.
Please remove the information under the subsections “Ripplewood Holdings L.L.C.” and “Oakleigh Thorne” as this information does not appear to
be a key aspect of the offering. Furthermore, it is not clear what bearing these shareholders’ investments in other companies have to the company and its offering.

In response to the Staff’s comment, the Company has revised the disclosure formerly on page 6 to delete the subsections
“Ripplewood Holdings L.L.C.” and “Oakleigh Thorne.”

 Risk Factors

“We are dependent on existing agreements with our airline partners to be able to access our customers...,” page 14

16.
Quantify the portion of your consolidated revenue attributable to contracts with airline partners who have the right to terminate their contracts if: (i) you
breach your service level agreements; (ii) another company provides an alternate commercially-available connectivity service that is a material improvement over Gogo Connectivity; (iii) you experience installation delays; or
(iv) either the percentage of passengers using your service or the airlines’ revenue share fall below certain thresholds. Address whether Panasonic Avionics offerings could be considered a “material improvement” over your
Gogo Connectivity.

 7

 Mr. Larry Spirgel

 U.S.
Securities and Exchange Commission

February 14, 2012

In response to the Staff’s comment, the Company has revised the disclosure on page 15. In addition, the Company respectfully
advises the Staff it has not quantified the portion of CA revenue with the attributes specified. The Company believes that doing so would disclose commercially sensitive and confidential information that could harm the Company’s relationships
with its airline partners and would make available sensitive infor