UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction and Description of Acquisition

On December 3, 2024 (the “Closing Date”), Gogo, Inc. and its directly and indirectly owned subsidiaries (collectively “Gogo” or “the Company”) completed its previously announced acquisition of Satcom Direct, LLC (f/k/a Satcom Direct, Inc.), Satcom Direct Holding Company, LLC (“SDHC”), Satcom Direct Government, LLC (f/k/a Satcom Direct Government, Inc.) (“Satcom Government”), and ndtHost, LLC (“ndtHost” and, together with Satcom Direct, LLC, SDHC, and Satcom Government, collectively, “Satcom Direct”), from Satcom Direct Holdings, Inc. (“SD Seller”), SDHC Holdings, Inc. (“SDHC Seller”), Satcom Direct Government Holdings, Inc. (“Satcom Government Seller”), and ndtHost Holdings, Inc. (“ndtHost Seller” and, together with SD Seller, SDHC Seller and Satcom Government Seller, each a “Seller” and, collectively, “SD Sellers”). Pursuant to the terms of the purchase agreement, dated as of September 29, 2024 (the “Purchase Agreement”), by and among, among others, Gogo Direct Holdings LLC (“Gogo Direct”), an indirect wholly owned subsidiary of the Company, SD Sellers and Satcom Direct, on the Closing Date, all of the issued and outstanding equity interest in Satcom Direct were acquired by Gogo Direct (the “Acquisition”) in exchange for: (i) $375,000,000 in cash, without interest, subject to customary post-closing purchase price adjustments (the “Cash Consideration”), (ii) 5,000,000 restricted shares (the “Stock Consideration”) of the Company’s common stock, par value of $0.0001 per share (“Common Stock”) , and (iii) up to an additional $225,000,000 in potential earnout payments of cash and/or Common Stock tied to realizing certain financial performance milestones over the next four years (the “Earnout Consideration” and, together with the Cash Consideration and Stock Consideration, the “Acquisition Consideration”).

On December 3, 2024, the Company announced that, following the closing of the Acquisition, the Company granted certain Satcom Direct executives awards consisting of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”). The RSUs will vest in equal annual installments over the five-year period following the grant date. The PSUs are subject to performance-based vesting and will vest when the performance-based vesting conditions are met. The RSUs and the PSUs (together, the “Inducement Grants”) were granted as an inducement material to certain executives’ acceptances of employment with the Company.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of September 30, 2024 gives effect to the Acquisition, the Debt Financing (as discussed in the “Description of Financing” section below), and the Inducement Grants as if those transactions had been completed on September 30, 2024 and combines the unaudited condensed balance sheet of the Company as of September 30, 2024 with Satcom Direct’s unaudited balance sheet as of September 30, 2024.

The unaudited pro forma condensed combined Statements of Operations for the year ended December 31, 2023 and the nine months ended September 30, 2024 give effect to the Acquisition, the Debt Financing, and the Inducement Grants as if those transactions had occurred on January 1, 2023, the first day of the Company’s fiscal year 2023 and combines the historical results of the Company and Satcom Direct. The unaudited pro forma condensed combined Statements of Operations for the fiscal year ended December 31, 2023, combines the audited Consolidated Statements of Operations of the Company for the fiscal year ended December 31, 2023, and Satcom Direct’s audited consolidated and combined Statements of Operations for the fiscal year ended December 31, 2023. The unaudited pro forma condensed combined Statements of Operations for the nine months ended September 30, 2024, combines the unaudited condensed consolidated Statements of Operations of the Company for the nine months ended September 30, 2024, with Satcom Direct’s unaudited condensed, consolidated and combined Statements of Operations for the nine months ended September 30, 2024.

The historical financial statements of the Company and Satcom Direct have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Acquisition and the debt financing, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believes are reasonable.

The unaudited pro forma condensed combined financial information should be read in conjunction with:

Description of the Financing

On the Closing Date, in connection with the consummation of the Acquisition, the Company and Gogo Intermediate Holdings, LLC (“Borrower”), a direct wholly owned subsidiary of the Company, entered into a credit agreement (the “HPS Credit Agreement”) by and among the Company, the Borrower and HPS Investment Partners, LLC, as administrative agent and the lenders party thereto, which provides for financing in aggregate principal amount of $250,000,000 consisting of a term loan facility (the “HPS Term Loan Facility”). The HPS Term Loan Facility is guaranteed by certain subsidiaries of the Company. Proceeds of the HPS Term Loan Facility, together with cash on hand, was used to fund the Cash Consideration. The HPS Term Loan Facility under the HPS Credit Agreement is referred to herein as the “Debt Financing” or “Financing”.

Accounting for the Acquisition

The Acquisition is being accounted for as a business combination using the acquisition method with the Company determined to be the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under this method of accounting, the aggregate purchase consideration will be allocated to Satcom Direct’s assets acquired and liabilities assumed based upon their estimated fair values at the Closing Date. The process of valuing the net assets of Satcom Direct immediately prior to the Acquisition, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired, and liabilities assumed will be recorded as goodwill. Accordingly, the aggregate purchase consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1 - Basis of Presentation for more information.

All financial data included in the unaudited condensed combined financial information has been prepared on the basis of U.S. GAAP and the Company’s accounting policies.

The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Acquisition, the Debt Financing, and the Inducement Grants had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the combined company.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2024

(in thousands)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

For The Nine Months Ended September 30, 2024

(in thousands, except per share amounts)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2023

(in thousands, except per share amounts)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 - Basis of Presentation

The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. The unaudited pro forma condensed combined financial information presented is for illustrative purposes only and is not necessarily indicative of what the Company’s condensed combined Statements of Operations or Balance Sheets would have been had the Acquisition been consummated as of the dates indicated or will be for any future periods. The unaudited pro forma condensed combined financial information does not purport to project the future financial position or results of operations of the Company following the Closing Date. The actual financial position and results of operations may differ significantly from the unaudited pro forma amounts reflected herein due to a variety of factors. The pro forma condensed combined financial information reflects transaction accounting adjustments the Company’s management believes are necessary to present fairly the Company’s unaudited pro forma financial position and results of operations following the Closing Date as of and for the periods indicated. The transaction accounting adjustments represent the Company’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.

The Company and Satcom Direct’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. As discussed in Note 2, certain reclassifications were made to align the Company and Satcom Direct’s financial statement presentation. The Company is currently in the process of evaluating Satcom Direct’s accounting policies, which will be finalized during the measurement period. With the information currently available, the Company has determined that no significant adjustments are necessary to conform Satcom Direct’s financial statements to the accounting policies used by the Company. The Company may identify additional differences between the accounting policies of the two companies, which when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805. The Company has been determined to be the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical financial statements of the Company and Satcom Direct. Under ASC 805, all assets acquired, and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of purchase consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

The allocation of the aggregate purchase consideration depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the aggregate purchase consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The final determination of fair values of assets acquired and liabilities assumed relating to the Acquisition could differ materially from the preliminary allocation of aggregate purchase consideration. The final valuation will be based on the actual net tangible and intangible assets of Satcom Direct existing at the Closing Date.

The unaudited pro forma condensed combined Balance Sheets, as of September 30, 2024, the unaudited pro forma condensed combined Statements of Operations for the nine months ended September 30, 2024, and the unaudited pro forma condensed combined Statements of Operations for the year ended December 31, 2023, presented herein, are based on the historical financial statements of the Company and Satcom Direct.

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dyssynergies, revenue enhancements, operating efficiencies or cost savings that may result from the Acquisition or any acquisition and integration costs that may be incurred. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.

Note 2 – Satcom Direct reclassifications and perimeter adjustments

During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Satcom Direct’s financial information to identify differences in accounting policies as compared to those of the Company and differences in financial statement presentation as compared to the presentation of the Company. With the information currently available, the Company has determined that no significant adjustments are necessary to conform Satcom Direct’s financial statements to the accounting policies used by the Company. However, certain reclassification adjustments have been made to conform Satcom Direct’s historical financial statement presentation to the Company’s financial statement presentation. Following the Acquisition, the combined company will finalize the review of accounting policies and reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

Additionally, the historical financial information of Satcom Direct has been adjusted to remove the net assets and operations of certain excluded assets (as defined in the Purchase Agreement) that are not being acquired as part of the Acquisition. As such, the following unaudited pro forma condensed balance sheet adjustments reflect the removal of the assets that are excluded from the perimeter of the Acquisition, and the following unaudited pro forma condensed combined statement of operations reflects the elimination of direct expenses related to those assets that are excluded from the perimeter of the Acquisition (the “Perimeter Adjustments”). Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

Refer to the table below for a summary of reclassification and Perimeter Adjustments made to present Satcom Direct’s balance sheet as of September 30, 2024, to conform with that of the Company’s:

Refer to the table below for a summary of adjustments made to present Satcom Direct’s Statements of Operations for the nine months ended September 30, 2024, to conform with that of the Company’s:

Refer to the table below for a summary of adjustments made to present Satcom Direct’s Statements of Operations for the year ended December 31, 2023, to conform with that of the Company’s:

Note 3 – Preliminary purchase price allocation

Estimated Aggregate Acquisition Consideration

The following table summarizes the preliminary estimated aggregate Acquisition Consideration for Satcom Direct:

Preliminary Aggregate Acquisition Consideration Allocation

Under the acquisition method of accounting, the identifiable assets acquired, and liabilities assumed of Satcom Direct will be recognized and measured at fair value as of the Closing Date and added to those of the Company. The fair value and useful lives of assets and liabilities of Satcom Direct have been measured based on various preliminary estimates using assumptions that the Company’s management believes are reasonable and are based on currently available information. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Satcom Direct, the Company primarily used income-based, market-based, and/or cost-based valuation approaches to conclude upon a preliminary estimate of fair values. The Company also used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions when estimating fair value. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon this preliminary estimate of fair values. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purposes of providing this unaudited pro forma condensed combined financial information. The final determination of the purchase price allocation will be based on Satcom Direct’s assets acquired and liabilities assumed as of the Closing Date. The allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly, the pro forma purchase price allocation will be subject to further adjustments as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurance that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth below.

The following table sets forth a preliminary allocation of the Acquisition Consideration to the identifiable tangible and intangible assets acquired and liabilities assumed by the Company, as if the Acquisition had been consummated on September 30, 2024:

Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Adjustments included in the Satcom Direct Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2024, are as follows:

(a) Reflects adjustment to cash and cash equivalents: