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    2728
    N. Harwood Street

    214.745.5400
     office

    Suite
    500

    214.745.5390
    fax

    Dallas,
    TX 75201

    winstead.com

August
5, 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

  Response
  dated May 28, 2024

  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 June 28, 2024, relating to the above-referenced Annual Report on Form 10-K (the “Annual Report”) and the Company’s
above referenced response to the Staff’s previous comment letter dated May 13, 2024. 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

Risk
Factors, page 4

1. We
                                            note the statements in your additional risk factor that the “[t]he legal test for determining
                                            whether any given digital asset is a security is a highly complex, fact-driven analysis that
                                            evolves over time, and the outcome is difficult to predict.” Please remove the phrase
                                            that the analysis “evolves over time” as the legal tests are well-established
                                            by U.S. Supreme Court case law and the Commission and staff have issued reports, orders,
                                            and statements that provide guidance on when a crypto asset may be a security for purposes
                                            of the U.S. federal securities laws.

Response:
The Company will undertake to ensure that future risk factor disclosures relating to the legal test for determining whether a digital
asset is a security will omit the phrase indicating that such test “evolves over time.”

Note
2. Summary of Significant Accounting Policies

Revenue
Recognition

PhunToken,
page 72

2. Please
                                            address the following as it relates to the information provided in your response to prior
                                            comment 4:

    ●
    Provide us with a separate breakdown of the number of PhunTokens sold each period and the proceeds from such sales. For each annual period, include a breakdown of such sales (i.e., number of tokens and proceeds) to each of senior management and customers.

    ●
    Clarify whether user engagement rewards are issued on behalf of your customers or whether they are also issued as a marketing mechanism to reward platform engagement in your ecosystem. If the latter is the case, tell us how such costs are reflected in your financial statements.

 ● Tell
                                            us whether you have any obligation to your customers to track user engagement before a reward
                                            is issued to a consumer either by, or on behalf of, your customer. If so, tell us how you
                                            determined your performance obligation is satisfied at the time PhunTokens are delivered
                                            to your customer.

Response:
Set forth below is a table which outlines the number of PhunToken sold and the proceeds from such sales for the years ended December
31, 2021 and 2022:

     For the year ended December 31,
    2021
     For the year ended December 31,
    2022

     $
     # of PhunToken
     $
     # of PhunToken

     Customers
     $   1,054,608
         130,964,983
     $   1,534,946
         187,154,405

     Sr. management
         6,300
         717,997
         2,450
         266,500

     Total
     $   1,060,908
         131,682,980
     $   1,537,396
         187,420,905

Furthermore,
during 2022, the Company issued approximately 32 million PhunToken to employees as a “bonus” (each employee, inclusive of
senior management, received 400,000 PhunToken and the Company did not receive any proceeds). The Company evaluated the accounting treatment
of the employee bonuses at the time of issuance. As the Company views PhunToken as a software product, it accounted for the PhunToken
“bonus” as such. The Company recorded, as expense the cost of the PhunToken, which is equal to the fees it incurred for issuing
and transferring PhunToken to the employees on the Ethereum blockchain, which was recognized as incurred.

The
Company also issued approximately 26 million PhunToken as rewards to PhunToken holders who acted as initial liquidity providers for PhunToken
by acquiring and pairing PhunToken with Ether (ETH) and depositing the pairings on UniSwap, and then receiving liquidity provider (LP)
tokens from UniSwap and staking them with the Company via smart contracts.

Set
forth below is a reconciliation of PhunToken issued as disclosed in the Company’s Annual Reports on Form 10-K for the years ended
December 31, 2021 and 2022:

     2021 PhunToken Sold
         131,682,980

     2022 PhunToken Sold
         187,420,905

     2022 Employee Bonus
         32,000,000

     Staking Contracts / Liquidity Rewards (FY 2022)
         26,000,000

     PhunToken Issued December 31, 2022
         377,103,885

The
Company sold an immaterial amount of PhunToken in 2023 (less than $1,000).

With
respect to PhunToken user engagement rewards and any obligation to track PhunToken user engagement, as disclosed in the first response
letter, the Company’s PhunToken ecosystem is still under development. As such, the Company distributed offchain PhunToken as rewards
to users for engagements with the Company on the Company’s platform, but the Company has not yet distributed PhunToken as rewards
to users on behalf of any brands, media buyers or other customers of the Company.

The
Company does not yet have any arrangements with brands, media buyers or other customers with respect to which the Company is or would
be obligated to track PhunToken holder / user engagement on the Company’s platform.

    2

Item
9A. Controls and Procedures, page 100

3. You
                                            state in your response to comment 5 that management re-evaluated its disclosure controls
                                            and procedures (DCPs) in connection with the March 31, 2024 Form 10-Q and concluded that
                                            DCPs were not effective at March 31, 2024 due to the same material weaknesses noted in your
                                            Form 10-K. Therefore, it remains unclear how management determined your DCPs were effective
                                            at December 31, 2023 given the material weaknesses that existed in your internal controls
                                            over financial reporting at such time. Please explain or amend your Form 10-K to revise your
                                            conclusion accordingly.

Response:
As noted in the Company’s Annual Report, Company management, pursuant to discussions with the Company’s external auditor,
determined that a material weakness in Internal Control Over Financial Reporting (“ICFR”) related to information technology
general controls and segregation of duties across the Company’s financial reporting processes that existed as of December 31, 2023.
Specifically, the material weakness in ICFR related to areas such as user access, program change and segregation of duties within certain
information technology applications, and lack of segregation of duties between preparer and reviewer in business process controls. When
Company management undertook to evaluate the Company’s Disclosure Controls and Procedures (“DCPs”) as of December
31, 2023, it concluded that that such material weakness in ICFR, which related to IT applications and segregation of duties between preparer
and reviewer, did not overlap enough with the Company’s DCPs, which relate to effectively disclosing required information in Exchange
Act reports and ensuring such required information is accumulated and communicated to management, to render the Company’s DCPs
ineffective as of December 31, 2023. During subsequent discussions between Company management and the Company’s external auditors
relating to Form 10-Q for the period ending March 31, 2024 and additional review and evaluation of Commission guidance on the matter,
management determined that the weaknesses in segregation of duties within the Company’s ICFR could also be found in the Company’s
DCPs, and as such, conservatively concluded that the DCPs were not effective as of March 31, 2024. Though management has since changed
course on its conclusions regarding effectiveness of its DCPs, the Annual Report accurately reflects the determinations made with respect
to the evaluation described

General

4. Please
                                            provide us with a materially complete description of the PhunToken and how it is used within
                                            your platform, including how it is earned or otherwise acquired, whether it can be transferred
                                            (and if so, how), how it is priced for issuance and for use within your platform, whether
                                            it is tendered/redeemed upon use and what happens to tendered/redeemed PhunTokens. In responding
                                            to this comment, please explain how the PhunToken unlocks features and capabilities and whether
                                            there are plans to expand the available features and capabilities within your platform.

Response:

As
an initial matter, the Company notes that it commenced creation and development of PhunToken when digital asset markets were developing
and regulation of digital assets as securities, commodities or other property in the United States was ambiguous and evolving. PhunToken
was conceived as and is intended to be a utility token generally and under applicable securities laws. The Company is in the process
of refining PhunToken’s features and capabilities to ensure that PhunToken bears all of the hallmarks of a utility token and intends
to use all means at its disposal to eliminate any characteristics that the Company believes would likely result in PhunToken being subject
to regulation as a security. The Company has continued to develop and refine PhunToken and the ecosystem as and when financial resources
have permitted and to account for changes in the digital assets markets and customers’ views and perceptions of digital assets
– but over the last several years the Company has had very limited capital, other resources and knowledgeable personnel to devote
to the PhunToken ecosystem. As such, the PhunToken ecosystem remains in the early stages of development. Although some PhunToken has
been sold, opportunities to earn and utilize the token on the nascent ecosystem have been limited. Furthermore, the Company’s business
model has yet to integrate the PhunToken engagement opportunities into its product and service offerings to brands, media buyers and
other customers.

As
described in our prior response letter, PhunToken exists in both “onchain” or “offchain” forms; onchain PhunToken
is an ERC-20 token which the Company has issued to purchasers at a fixed purchase price of approximately $0.01/token (which fixed purchase
price has not changed since its inception). PhunToken was created as and is intended to be a digital asset utility token which enables
holders to engage via Phunware mobile applications initially with the Company and, when and if the ecosystem is further developed, eventually
with brands, media buyers and other customers of the Company. Such engagements would occur on the Company’s platform and are expected
to consist of activities which may benefit the Company and sponsoring brands, media buyers and other customers when a user, for example
such as participates in surveys, watches videos or verifies user locations for proximity-based marketing campaigns. The Company anticipates
that participants in such engagement activities will be rewarded by earning and receiving PhunToken from the Company or other sponsoring
parties, and that PhunToken will be redeemable for valuable goods, services and experiences within branded marketplaces, similar to traditional
loyalty or rewards programs.

    3

Earning
or Otherwise Acquiring PhunToken. PhunToken has been and is expected to be earned as rewards through mobile engagement activities
and bonuses. PhunToken can be purchased from the Company through a PhunToken Buy Portal which lists PhunToken for direct purchase with
U.S. Dollars, Bitcoin or Ether. PhunToken can also be acquired on Uniswap via peer-to-peer transactions.

Transferring
PhunToken. PhunToken can be transferred peer-to-peer (wallet to wallet) over the Ethereum blockchain although the Company’s
platform does not itself provide for such transfers. As noted above, PhunToken may also be transferred on Uniswap. The ability to exchange
PhunToken on such decentralized exchanges such as UniSwap is dependent on such token’s liquidity at any given time. PhunToken holders
acting as “liquidity providers” on UniSwap effectively pool their PhunToken holdings together such that they create a fund
which supports execution of trades pertaining to PhunToken. For example, if a “buyer” seeks to acquire PhunToken, the buyer
may execute a trade at a specified price provided such token’s “liquidity providers” have provided enough liquidity
in that particular token’s pool to facilitate the trade. These “liquidity providers” are incentivized to provide such
liquidity by rewarding a share of the UniSwap trading fees to each liquidity provider based on their pro rata contribution to the PhunToken
pool.

Use
Within Our Platform. Though no such opportunities currently exist, it is anticipated that sponsoring brands, media buyers and other
customers utilizing the Company’s platform will have the ability to tailor pricing of rewards purchased with PhunToken. As noted
above, to date opportunities to earn and utilize the token on the ecosystem have been limited.

Tendering
or Redeeming PhunToken. The Company anticipates that PhunToken which is repurchased or reacquired by the Company directly from holders
or on UniSwap or redeemed by holders for goods, services and experiences will be reserved by the Company as authorized but unissued until
reissued to new purchasers or distributed as earned rewards to participants on the Company’s platform.

Unlocking
Features and Capabilities. The Company, if it continues with the development of an ecosystem, anticipates that PhunToken holders
will hold and manage their PhunToken, and conduct their engagement activities through their PhunWallets; and holders will, through their
PhunWallets, will be able to unlock features and capabilities within the PhunToken ecosystem. The Company is working on and plans to
update its PhunToken whitepaper, terms of use and other content to reflect the above.

Plans
to Expand Features and Capabilities Within Our Platform. As stated above, the PhunToken ecosystem is still in development and the
Company plans to refine and expand the features and capabilities of the ecosystem. The Company is working on and plans to update its
PhunToken whitepaper, terms of use and other content to reflect the above.

5. Please