SecProbe.io

March 5, 2019
Alan Knitkowski
Chief Executive Officer
Phunware, Inc.
7800 Shoal Creek Blvd, Suite 230-S
Austin, TX 78757
Re:Phunware, Inc.
Registration Statement on Form S-1
Filed February 5, 2019
File No. 333-229524
Dear Mr. Knitkowski:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary, page 1
1.In a risk factor on page 19, you disclose that PhunCoin, Inc. launched a Rule 506(c)
offering in June 2018 that gave investors the right to acquire future PhunCoin.  You state
that $985,000 has been raised, which is the same amount that you disclosed in the Stellar
Acquisiton III Form S-4 registration statement declared effective on November 13, 2018.
Please clarify in the summary whether this Rule 506(c) private offering is ongoing and
provide an update to the amount raised.
2.Please clarify in the summary when the issuance of PhunCoin tokens is expected to
occur.  On page F-42, you disclose that PhunCoins will be issued to PhunCoin rights
holders the:

 FirstName LastNameAlan  Knitkowski
 Comapany NamePhunware, Inc.
 March 5, 2019 Page 2
 FirstName LastNameAlan  Knitkowski
Phunware, Inc.
March 5, 2019
Page 2
"earlier of (i) the launch of PhunCoin’s, Inc.’s blockchain technology enabled rewards
marketplace and data exchange (“Token Generation Event”), (ii) one (1) year after the
issuance of the Rights to the purchaser, or (iii) the date PhunCoin, Inc. determines that it
has the ability to enforce resale restrictions with respect to PhunCoin pursuant to
applicable federal securities laws. Proceeds from the Rights offering are generally not
refundable if the Token Generation Event is not consummated; however, the Company
believes PhunCoin, Inc. has a contractual obligation to use good faith efforts to issue a
Token to Rights holders under the Token Rights Agreement."

Provide a status of the development of your PhunCoin ecosystem and blockchain
technology and whether you anticipate such issuances will occur within one year of the
issuance of the PhunCoin rights.
3.Disclose that PhunCoin, Inc. filed a Form C Offering Statement on January 22, 2019 for
the further issuance of PhunCoin rights pursuant to Regulation CF.  Where appropriate,
please provide a brief description of this offering and describe its potential effect on your
resale common stock offering, existing Rule 506(c) offering, and Series F Preferred Stock
PhunCoin rights.  Clarify the uncertain timing of the PhunCoin issuance and development
of your PhunCoin ecosystem.
Risk Factors
The price of our common stock and warrants has been, and may continue to be, volatile, and you
could lose all or part of your investment, page 31
4.You disclose that from December 28, 2018 through February 4, 2019 your closing price
for your common stock has ranged from $10.84 per share to $308.40 per share based on
an average trading volume of 8,687.  You also indicate you may have volatility in your
stock and warrant prices “for reasons that are unknown to us.”  Since the filing of this
registration statement, your common stock closing price per share has declined to $33.50
as of March 4, 2019.  Please provide an explanation of the factors that may be causing the
volatility in your stock price.  Clarify the anticipated effect of the offering on your public
float and share price.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration.  Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Barbara C. Jacobs,
Assistant Director, at (202) 551-3735 with any other questions.

 FirstName LastNameAlan  Knitkowski
 Comapany NamePhunware, Inc.
 March 5, 2019 Page 3
 FirstName LastName
Alan  Knitkowski
Phunware, Inc.
March 5, 2019
Page 3
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Eric Hsu, Esq.