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    winstead.com

September
23, 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 August 5, 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 September 4, 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 August 5, 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

Note
2. Summary of Significant Accounting Policies, page 71

    1.
    We
    note your response to prior comment 2 as well as your response to comment 4 in your May 28, 2024 letter and continue to consider
    such responses as they relate to PhunTokens sales to customers and senior management. Please address the following as it relates
    to other PhunToken transactions:

 ● Provide
                                            us with a breakdown of PhunTokens earned as rewards by consumers for participating in certain
                                            activities for each period presented.

 Response:
PhunToken that have been earned as rewards by consumers for participating in certain activities would include the following:  (a)
PhunToken earned by consumers for responding to calls to action presented by the Company or third parties participating in the PhunToken
ecosystem (which is still under development); (b) PhunToken earned by consumers for participating in sweepstakes and contests offered
by the Company; (c) PhunToken earned by consumers who participated as liquidity providers and staked LP Tokens (described below) received
for providing liquidity for PhunToken via UniSwap and received PhunToken as staking rewards from the Company (see also Response to comment
3 below); and (d) PhunToken earned by consumers for referring third parties to purchase PhunToken.

 All
PhunToken earned as rewards by consumers described in (a) above were transferred and delivered to those consumers as offchain PhunToken
and are reflected as database entries on the Company's system and as being earned/owned by such consumers in their PhunWallets.
The aggregate amount of such PhunToken issued offchain to consumers as described in (a) above is approximately 48,843,402.  The
Company has not previously tracked the number of offchain PhunToken earned by financial period, as the token ecosystem is still under
development and the Company believes offchain PhunToken earned and issued does not create a financial statement liability, as more fully
described below.

 All
onchain PhunToken earned as rewards by consumers described in (b), (c) and (d) above were transferred and delivered to those consumers
as onchain PhunToken to their PhunWallets or other digital asset wallets via wallet addresses provided by those consumers to Phunware
as earned.  The aggregate amount of such PhunToken earned by consumers is approximately 9,606,168 and 26,654,373 for the years ended
December 31, 2021 and 2022, respectively. There were no PhunToken earned as awards as described in (b), (c) and (d) above for the year
ended December 31, 2023.

 Each
consumer who earned and received PhunToken as described above should have, or have access to, digital and/or written records showing
all onchain and offchain PhunToken earned and received by such consumer.

 All
PhunToken earned as rewards by consumers are expected to be eligible for use and redemption for items of value provided by the Company
or third-party participants in the PhunToken ecosystem as and if made available in the ecosystem, including for participating in games
and other activities.

 ● Clarify
                                            whether such Tokens have been issued to consumers or when you anticipate issuing such rewards.

 Response:
As noted above, all PhunToken earned as rewards by consumers have been issued or otherwise transferred and delivered to those consumers.

 ● Explain
                                            how the reward Tokens are redeemed by consumers and clarify whether such Tokens can be sold
                                            or transferred.

Response:
Currently, there is no mechanism for consumers to redeem PhunToken either from the Company or through the Token ecosystem, as the PhunToken
ecosystem is still under development.

 ● Tell
                                            us how you account for these awards and the specific guidance considered. Address how you
                                            determine the value of such awards and clarify where the related expense/liability is reflected
                                            in your financial statements.

 Response:
ASC 606 defines a customer as, “a party that has contracted with an entity to obtain goods or services that are an output of
the entity’s ordinary activities in exchange for consideration.” PhunToken is a product of the Company, for which the
Company has made sales to outside customers and recognized revenue. The Company believes PhunToken is an output of its ordinary activities.
Accordingly, the Company believes issuances of PhunToken, in whatever form (purchases, bonuses or sweepstakes) fall under the guidance
of ASC 606. As volume bonuses were issued at the time of the original PhunToken sale, the Company accounted for this “award”
and performed the analysis and recognized revenue in accordance with ASC 606-10-05-4. Although PhunToken referral bonuses and sweepstakes
winners resulted in no net proceeds to the Company, the Company believes such issuances of PhunToken also falls within the scope of ASC
606 as the consumers are customers of the Company. In this regard, the net revenue impact was zero and the Company recognized, as cost
of goods sold, the incurred costs related to the issuance of the PhunToken to the respective holders’ Etherem-based wallets in
the period incurred.

 With
respect to offchain PhunToken earned, the Company considered the guidance in ASC 450-20-25-2, noting that offchain PhunToken received
by holders does not presently obligate the Company to transfer any assets and will not obligate the Company to do so unless and until
the Company determines to impose an obligation on itself. As currently contemplated, PhunToken is expected to be redeemed for items of
value provided by third parties as and when any such third party offers exist as redemption opportunities in the ecosystem. Accordingly,
the Company has not recorded any expense or accrual with respect to offchain PhunToken.

 ● Tell
                                            us the amount of compensation expense related to the 32 million PhunTokens that were issued
                                            during fiscal 2022 as bonuses to your employees.

Response:
The Company did not record any compensation expense for fiscal 2022 related to the issuance of PhunToken to employees. The Company did
record, as part of costs of goods sold, approximately $3,000 related to the Company’s incurred costs of issuing the
PhunToken to employees. The Company considered whether it should gross-up the profit and loss statement (e.g., record revenue and compensation
expense), but concluded such would not be material to the consolidated financial statements taken as a whole.

 ● Explain
                                            further how you determined the amount of such compensation expense and clarify what is meant
                                            by the cost of PhunToken is “equal to fees it incurred for issuing and transferring
                                            PhunToken to the employees on the Ethereum blockchain.” Also, tell how your reference
                                            to PhunToken as a software product factors into your accounting for such bonuses.

Response:
The Company concluded that PhunToken is a product of the Company, for which the Company recognizes revenue upon the sales thereof. PhunToken
was sold during 2022 at a list price of $0.01 per PhunToken to consumers. With respect to the issuance of PhunToken to employees, the
Company believes the PhunToken issued to employees was a 100% “discount” to the sales price. The Company considered whether
it should gross-up the profit and loss statement, but concluded the transaction was not material to the consolidated financial statements
taken as a whole.

Item
9A. Controls and Procedures, page 100

    2.
    Your
    response to comment 3 states that subsequent discussions and additional review and evaluation of Commission guidance led management
    to determine the material weaknesses in your internal control over financial reporting (ICFR) could also be found in your disclosure
    controls and procedures (DCPs) at March 31, 2024. Considering the same material weaknesses in ICFR existed at year end, it remains
    unclear how management was able to determine that DCPs were effective at December 31, 2023. Please explain in detail how you arrived
    at a different DCP conclusion at year-end in light of the existing material weaknesses. Your explanation should be comprehensive
    and address all of the components of the definition of disclosure controls and procedures. We refer you to Sections II.D and E of
    SEC Release 33-8238, in which the Commission recognizes that there is substantial overlap between ICFR and DCPs. For example, DCPs
    often include those components of ICFR that provide reasonable assurances that transactions are recorded as necessary to permit preparation
    of financial statements in accordance with GAAP. Please include in your response an explanation as to how you determined that the
    identified material weaknesses were not one of the components of ICFR that is also included in DCPs at December 31, 2023 and yet
    were at March 31, 2024. Alternatively, amend your filing to disclose that due to material weaknesses management determined that your
    DCPs were not effective at December 31, 2023.

Response:
The Company acknowledges the Staff’s comment and will amend its Annual Report (the “Form 10-K/A”) (once the Staff
confirms it has no further comments requiring further amendment) to disclose that due to material weaknesses in internal control over
financial reporting management has determined that the Company’s disclosure controls and procedures were not effective at December
31, 2023. Attached hereto as Exhibit A is the Company’s proposed revised “Item 9A. Controls and Procedures”
to be included in the Form 10-K/A.

General

    3.
    We
    note your response to prior comments 4 and 6. Please tell us the quantity and value of PhunTokens repurchased or otherwise reacquired
    on Uniswap by the company, and the volume and activity of PhunTokens on Uniswap more generally. In addition, provide a more detailed
    discussion regarding your role and any ongoing actions the company is taking related to the trading or providing of liquidity of
    PhunTokens on Uniswap. In that regard, we note your February 17, 2022 press release titled “Phunware Announces PhunToken Uniswap
    Liquidity Pool Rewards Program” and your April 05, 2022 press release titled “PhunToken Now Available on Uniswap.”

Response:
The Company has not repurchased or reacquired PhunToken on UniSwap since 2022; and all such PhunToken repurchases and/or reacquisitions
occurred between April - June 2022. The total amount of PhunToken repurchased or reacquired by the Company on UniSwap during that period
was approximately 12,430,685 PhunToken for approximately 32 Ethereum (ETH), having an aggregate value in US Dollars (USD) of approximately
$138,000 based upon ETH value as of the dates of the repurchase transactions.

The
Company has indicated that the 24-hour trading volume and activity of PhunToken on UniSwap is approximately $91 and the 7-day
trading volume is $638 based upon quotes provided by http://www.dextools.io.

PhunToken
is still available on UniSwap, and the UniSwap liquidity pool and the PhunToken staking contract still exist These components have been
collectively referred to by the Company on its PhunToken website as the “PhunToken Liquidity Pool Rewards Program.”.

The
primary purposes of this program were described in the Company’s answer to comment 6 in the Company’s response letter to
the Staff dated August 5, 2024. Under the program, holders of PhunToken can pair their PhunToken with ETH on UniSwap and deposit the
pairings with UniSwap (which deposit effectively provides liquidity for PhunToken on UniSwap); and in exchange for making that deposit
and providing such liquidity, those holders will receive liquidity pool / provider tokens from UniSwap (“LP Tokens”).
Holders of LP Tokens may receive varying amounts of ETH and/or PhunToken from UniSwap liquidity pool for PhunToken as rewards for being
PhunToken liquidity providers, as determined by UniSwap and/or other participants in the PhunToken liquidity pool on UniSwap. Holders
of LP Tokens can also stake their LP Tokens with the Company under the Phunware staking contract (the “Phunware Staking Contract”).
If holders of LP Tokens elect to stake their LP Tokens under the Phunware Staking Contract, the staked LP Tokens will remain locked in
the staking contract until removed by such holders; and while the LP Tokens are staked, the Company can elect to provide staking rewards
to those holders (the Company provided PhunToken staking rewards to holders of staked LP Tokens in 2022. The Company can also stake its
own LP Tokens in the Phunware Staking Contract (i.e., “participate” in the staking contact). The Company is not currently
providing staking rewards to holders of staked LP Tokens, but the Company still provides the Phunware Staking Contract and participates
in it. The Company believes it accounts for less than 50% of the liquidity pool on UniSwap. The Company ceased offering staking rewards
under the program in November 2022. The Company has not taken any active role in managing or promoting the program; the Company’s role was limited to taking necessary steps to create the PhunToken liquidity pool program with and on UniSwap, to issuing several press
releases about the program in 2022, making initial reacquisitions of PhunToken on UniSwap as described above, and creating the Phunware
Staking Contract and providing staking rewards as described above. The Company has not and is not presently taking any other ongoing
actions relating to the trading of PhunToken on UniSwap or the providing of liquidity for PhunToken under the program.

The
Company has indicated that the program is basically idle - it is no longer funded, staking rewards are no longer provided, and any other
assets of the Company which remain locked in the smart contracts are de minimis. With respect to any LP Tokens the Company or any other
holder have locked in the Phunware Staking Contract, the Company and such holder would still be eligible to earn liquidity pool provider
rewards from UniSwap. However, since 2022 there has been and is presently low to de minimis PhunToken trading volume and activity on
UniSwap, and any such rewards from UniSwap would presumably be de minimis.

If
you