Boingo Wireless, Inc.
10960 Wilshire Blvd., Suite 800
Los Angeles, California 90024
April 29, 2011
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Attention: Larry Spirgel
Re: |
| Boingo Wireless, Inc. |
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| Registration Statement on Form S-1 |
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| File No. 333-171719 |
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| REQUEST FOR ACCELERATION OF EFFECTIVENESS |
Dear Mr. Spirgel:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Boingo Wireless, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-171719), as amended (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Daylight Time on May 3, 2011, or as soon practicable thereafter. By separate letter, the representatives of the underwriters of the issuance of the securities being registered join this request for acceleration.
The Registrant hereby acknowledges that:
(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
(ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
(iii) the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Best regards, |
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BOINGO WIRELESS, INC. |
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/s/ David Hagan |
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David Hagan |
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Chief Executive Officer |
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