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    Austin  |  Charlotte  |  Dallas  |  Fort
                                            Worth  |  Houston  |  New
                                            York  |  San Antonio  |  The
                                            Woodlands

May 28, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Re: Phunware, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

File No. 001-37862

Ladies and Gentlemen:

On behalf of Phunware, Inc.
(the “Company”), we hereby respond as follows to the comment letter from the Staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated May 13, 2024, relating
to the above-referenced Annual Report on Form 10-K (the “Annual Report”). Capitalized terms used but not defined
herein have the meanings ascribed to them in the Annual Report. For the Staff’s convenience, we have recited the comments in the
Staff’s letter below in italics, and set forth the Company’s responses in regular font immediately thereafter.

Form 10-K for the Fiscal Year Ended December 31, 2023

Summary of Risk Factors

Risks Related to our Token Ecosystem and Tokens, page 3

 1. We note your summary risk factors states that "[t]here can be no assurance that PhunCoin or
PhunToken will ever be issued." However, we note PhunTokens have been sold and there is no corresponding risk factor disclosure.
Please revise to address this inconsistency or advice.

Response: The Company acknowledges that
the summary risk factor on page 3 of the Annual Report inaccurately suggests that PhunToken has not been issued to date. The disclosure
was intended to summarize the first risk factor on page 40 of the Annual Report, which states the following: “We have raised capital
to fund a Token Generation Event of rights to receive future PhunCoin, and beginning in 2021 we created and sold PhunToken. There can
be no assurance that PhunCoin will ever be issued, and any significant difficulties we may experience with the offerings of PhunCoin or
sales of PhunToken could result in claims against us. Additionally, the Token Generation Event and the offerings of PhunCoin and the sales
of PhunToken could subject us to various other business and regulatory uncertainties.” The Company will undertake to ensure that
future summary risk factor disclosures relating to the issuance of PhunToken do not suggest inconsistencies with the risk factor(s) purportedly
summarized.

Non-GAAP Financial Measures, page 49

 2. We note you present various non-GAAP financial measures in the table on page 50 without presenting
the most directly comparable GAAP measures with equal or greater prominence. Similarly, you highlight the percentage increase in Adjusted
EBITDA in your May 9, 2024 Form 8-K without also referencing the percentage increase in the most directly comparable GAAP measure of net
loss. Please revise to present the GAAP measures with equal or greater prominence to any non-GAAP measures provided. Refer to Item 10(e)(1)(i)(A)
of Regulation S-K and Question 102.10 of the Non-GAAP C&DIs.

Response: With respect to the table on
page 50 of the Annual Report, we refer the Staff to the tables on page 51 for a reconciliation of non-GAAP financial measures to their
most directly comparable GAAP measure. Nevertheless, the Company acknowledges the Staff’s comment and confirms that subsequent periodic
filings will present any non-GAAP measures along with the most comparable GAAP measure with equal or greater prominence with reference
to the guidance provided in Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP C&DIs.

    Securities and Exchange Commission

Division of Corporation Finance

May 28, 2024
 Page 2

 3. We note your non-GAAP measure of Adjusted EBITDA. Please tell how you determined it is appropriate
to make adjustments for the impairment of digital assets and gain on disposal of digital assets. Refer to Item 10(e)(ii)(B) and Questions
100.01 and 100.04 of the Non-GAAP C&DIs.

Response: The Company respectfully acknowledges
the Staff’s comment and advises that it has considered the Division of Corporation Finance’s Compliance & Disclosure Interpretations
on Non-GAAP C&DIs (the “Non-GAAP C&DIs”). In Question 100.01 of the Non-GAAP C&DIs, the Staff notes that presenting
a non-GAAP performance measure that excludes normal, recurring, cash operating expenses necessary to operate a registrant’s business
is one example of a measure that could be misleading. Further, the Staff notes that when evaluating such non-GAAP adjustment, the Staff
considers the nature and effect of the non-GAAP adjustment and how it relates to the company’s operations, revenue generating activities,
business strategy, industry and regulatory environment. In 2022, the Company purchased digital assets (Bitcoin and Ethereum) as part of
its treasury strategy and not as a revenue or operating income/loss generating activity. As a result, the Company believed it was reasonable
to adjust for such gain/loss in the calculation of the non-GAAP measurement, Adjusted EBITDA, as it provided investors and other users
of the financial statements a more appropriate measure to evaluate the performance of the Company’s operations. The Company no longer
has such digital assets remaining and it is not currently utilizing such as part of its on-going treasury management practices.

Note 2. Summary of Significant Accounting Policies

Revenue Recognition

PhunToken, page 72

 4. You refer to PhunToken sales totaling $2.6 million since the launch of PhunToken in 2019. Please
address the following:

 ● Provide us with a breakdown, for each period presented, of the $2.6 million
PhunTokens:

 o sold to senior management,

 o sold to customers, and

 o issued as a reward to consumers, if applicable.

 ● Explain how PhunTokens are rewarded to consumers and clarify the relationship,
if any, between application transaction revenue and the issuance of PhunTokens as a reward for watching branded videos, completing surveys
and visiting points of interest. To the extent you are rewarding PhunTokens in exchange for generating advertising revenue, tell us where
such costs are recorded in your financial statements.

 ● Clarify whether the development of the token ecosystem to date allows customers
(or the company, if applicable) to deploy PhunTokens to consumers as a reward for their engagement.

 ● Tell us how you determined that the sale of PhunTokens to management and customers
represents revenue. Provide us with a comprehensive analysis detailing your accounting under ASC 606 and the basis for your conclusions
with references to the specific authoritative literature relied upon. Ensure you addresses your determination of the performance obligation(s)
associated with the issuance of these tokens to customers, the tracking of user engagement and the consumption of the token within your
Token Ecosystem and how each performance obligation is satisfied.

Response:

PhunToken Sales Breakdown

The Company sold PhunToken for sales proceeds
of approximately $1.06 million and $1.56 million during the years ended December 31, 2021 and 2022, respectively. $6,500 and $2,500, respectively,
of such proceeds were derived from sales to senior management and other employees of the Company, with the remainder sold to third party
customers. None of the $2.6 million was issued as a reward to consumers.

    Securities and Exchange Commission

Division of Corporation Finance

May 28, 2024
 Page 3

PhunToken Issuance to Consumers

Consumers can earn/accrue PhunToken rewards by
participating in certain activities (e.g., answering surveys, watching videos, completing tasks, visiting points of interest, or referring
consumers). It is important to note that accrued PhunToken rewards are not on-chain tokens (i.e., do not reside on the Ethereum blockchain),
they are simply tracked as database points.

The issuance of PhunToken as a reward does not
result in the recording of revenue by the Company, so there is no relationship to application transaction revenue. The only revenue recorded
related to PhunToken is from the sale of PhunToken for monetary value (cash/bitcoin/Ethereum). In the financial statements, such revenue
is presented as part of application transaction revenue. For context, since 2022, the aggregate value of revenue recorded from the sale
of PhunTokens is not significant (i.e., less than $1,000).

Deployment of PhunToken to Consumers

As disclosed on page 82 of the Annual Report,
PhunToken is designed to be utilized within our digital asset engagement ecosystem (the “Phun Ecosystem”) which is partially
developed and not yet fully functional, in part because PhunCoin is intended to be an important part of the Phun Ecosystem and has not
yet been issued. However, the Phun Ecosystem does allow for customers, if any, or the Company to reward a consumer with PhunToken should
the consumer engage.

Revenue Analysis for PhunToken Sales

A detailed analysis of the Company’s accounting
under ASC 606 and the basis of our conclusions is provided in Appendix A attached hereto.

Item 9A. Controls and Procedures, page 100

 5. We note that management has determined your internal control over financial reporting (ICFR) was
not effective as of December 31, 2023, due to the presence of a material weakness. However, we also note management, with the participation
of your Certifying Officers, concluded that disclosure controls and procedures (DCPs) were effective as of the end of the period covered
by this report. Please explain to us how management was able to conclude DCPs were effective given that ICFR are an integral part of DCPs,
or revise as necessary. We refer you to Sections II.D and E of SEC Release 33-8238, in which the Commission recognizes there is substantial
overlap between ICFR and DCPs.

Response: Please be advised that subsequent
to filing the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, Company management re-evaluated its disclosure controls
and procedures in connection with the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 13, 2024. As a result
of the re-evaluation, the Company’s management changed course and concluded that the Company’s DCPs were not effective as
of the end of the period covered by the Quarterly Report on Form 10-Q as a result of the same ICFR material weaknesses noted in our Form
10-K. The Company expects to continue to report the same conclusions until management determines the material weaknesses noted have been
remediated.

    Securities and Exchange Commission

Division of Corporation Finance

May 28, 2024
 Page 4

General

 6. Please supplementally provide us with your legal analysis as to whether the PhunCoins or PhunTokens
offered and sold through your platform are securities under Section 2(a)(1) of the Securities Act of 1933. In responding to this comment,
please address the operation of your platform, the differences between the two crypto assets and whether/how those differences impact
the analysis. See Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 756 F.2d 230 (2d Cir. 1985). Also,
include a risk factor addressing the uncertainty and consequences of making an incorrect assessment or regulator or court disagreeing
with your assessment.

Response:

Section 2(a)(1) Legal Analysis

Section 2(a)(1) of the Securities Act of 1933,
as amended (the "Securities Act"), defines a "security" as any note, stock, treasury stock, security future, security-based
swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust
certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate
of deposit for a security, ... or, in general, any interest or instrument commonly known as a "security."

While digital tokens/coins are not specifically
listed in the definition, it is possible that such assets could be considered investment contracts. The term "investment contract"
is not defined in the Securities Act.

In SEC v. W.J. Howey Co., 328 U.S. 293
(1946), the U.S. Supreme Court determined that an "investment contract" exists for purposes of the Securities Act if there is
a "contract, transaction or scheme" which satisfies all of the following factors: (1) an investment of money; (2) in a common
enterprise; (3) with a reasonable expectation of profits; and (4) derived from the entrepreneurial or managerial efforts of others.

The Company believes that PhunToken is not a "security"
under Section 2(a)(1) of the Securities Act, and in particular that PhunToken is not an "investment contract" under the Securities
Act because it does not satisfy all of the prongs of the Howey test.

As an initial matter, the Company does not believe
that PhunToken are "contracts" within the meaning of "investment contract" under the Howey test. The U.S. Supreme
Court stated that an "investment contract" initially needs to be a "contract, transaction or scheme"; Black's Law
Dictionary defines a contract as "[a]n agreement between two or more parties creating obligations that are enforceable or otherwise
recognizable at law." PhunToken, and the agreements entered into between the Company and PhunToken purchasers in connection with
their purchases of PhunToken, do not involve or provide for post-sale obligations on the part of the Company with respect to PhunToken.

In addition, we note that (a) PhunToken presently
has no material rights associated with or envisioned for it, other than the rights to receive PhunToken as rewards as described above
and rights to use or consume PhunToken to receive goods, services and other items of value through engagements; (b) PhunToken does
not provide holders with claims on or to any assets of the Company; (c) PhunToken and the Phun Ecosystem do not provide any voting or
similar governance rights to holders; and (d) PhunToken sales have not been and will not be used for the purpose of raising funds
to develop PhunToken or the Phun Ecosystem.

    Securities and Exchange Commission

Division of Corporation Finance

May 28, 2024
 Page 5

 1. Investment of Money

Consumers and other parties have purchased and
may purchase PhunToken with cash and other digital assets, so the Company concedes that sales of PhunToken would satisfy the first prong
of the Howey test.

 2. Common Enterprise

It is the Company’s position that PhunToken
does not satisfy the second prong of the Howey test, which requires investment in a "common enterprise." The
U.S. Supreme Court has not defined the term "common enterprise", but other U.S. Federal courts have developed several different
tests for determining whether a contract, transaction or scheme constitutes a common enterprise. Each test requires a sharing of profits
or economic fortunes with the investor. Under the horizontal commonality test, there is a common enterprise if each investor shares in
profits with other investors by the pooling of assets. Under the vertical commonality tests, there is a common enterprise if an investor's
profits or fortunes are linked to or correlated with the profits or fortunes of the promoter or manager of the contract, transaction or
scheme or depend upon the promoter's or manager's efforts. With respect to PhunToken, the holders do not and will not receive profits
of the Company or from the Phun Ecosystem by owning PhunToken; holders are expected to receive additional PhunToken through their own
actions and efforts to earn rewards and consideration within the Phun Ecosystem and holders will provided opportunities to use or consume
their PhunToken within the Phun Ecosystem to receive value from engagements provided by the Company and Phun Ecosystem customers as determined
by the holders.

 3.