SecProbe.io

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May 26, 2026

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

Re:	Phunware, Inc.
Registration Statement on Form S-3
File No. 333-296127

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective at 9:00 a.m. Eastern Time on May 28, 2026, or as soon thereafter as is practicable.

Please contact Jeff McPhaul with Winstead PC at (214) 745-5394 once the Registration Statement is declared effective.

PHUNWARE, INC.

By:	/s/ Dmitry Kroshka______________
	Dmitry Kroshka
	Chief Executive Officer

May 22, 2026
Dmitry Kroshka
Chief Executive Officer
Phunware, Inc.
1002 West Avenue
Austin, TX 78701
Re: Phunware, Inc.
Registration Statement on Form S-3
Filed May 21, 2026
File No. 333-296127
Dear Dmitry Kroshka:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Jeffrey M. McPhaul

February 6, 2025
Troy Reisner
Chief Financial Officer
Phunware, Inc.
1002 West Avenue
Austin, Texas 78701
Re:Phunware, Inc.
Form 10-K and 10-K/A for the Fiscal Year Ended December 31, 2023
File No. 001-37862
Dear Troy Reisner:
            We note your November 1, 2024 response to prior comment 1 and your revised risk
factor related to PhunCoin and PhunToken. Although we have completed our review of your
filing and have no further comments, please note that our decision not to issue additional
comments should not be interpreted to suggest that we agree with your analysis or
conclusions as to whether PhunCoins or PhunTokens are securities under the federal
securities laws. In addition, 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.

Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jeffrey McPhaul

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    2728 N. Harwood Street

    214.745.5400 office

    Suite 500

    214.745.5390 fax

    Dallas, TX 75201

    winstead.com

  January 15, 2025

  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

    Form 10-Q for the Quarter Ended September 30, 2024

Response dated December 18, 2024

    File No. 001-37862

  Ladies and Gentlemen:

  On behalf of Phunware, Inc. (the “Company”), we hereby provide the following responses to the comment letter from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 30, 2024, relating to the above-referenced Annual Report on Form 10-K (the “Annual Report”) and Quarterly Report on Form 10-Q (the “Quarterly Report”). The Company is concurrently filing an Amendment No. 1 to the Quarterly Report (the “Quarterly Report Amendment”), which includes changes in response to the Staff’s comments. Capitalized terms used but not defined herein have the meanings ascribed to them in the Quarterly 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.

  Quarterly Report on Form 10-Q

  Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 16

  1.We note your responses to prior comment 2 and 3. Because of your emphasis on the importance of AI technology to the growth of the business in the future, you should amend the “Overview” section in your September 30, 2024 to include the detail of your application of AI technology to your business as outlined in your supplemental responses.

  Response:  	The Company has filed the above-referenced Quarterly Report Amendment which amends and restates its disclosures in Part I Item II “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Quarterly Report to include detail of the Company’s application of AI technology in its business as outlined in the Company’s supplemental responses.

  Risk Factors, page 29

  2.We note your response to prior comment 6. However, based upon your furnished disclosures in the two October 16, 2024 Forms 8-K filed prior to your September 30, 2024 Form 10-Q, which included a letter to shareholders and an investor presentation, both touting the development of your new generative AI-based strategy, we believe that a risk factor addressing the risks specific to your use of, and reliance upon, artificial

  intelligence technology in your September 30, 2024 Form 10-Q is appropriate. Please amend your Form 10-Q to include such a risk factor.

  Response:  	The Company has filed the above-referenced Quarterly Report Amendment which amends and restates its disclosures in Part II Item 1A “Risk Factors” of the Quarterly Report to include a risk factor addressing the risks specific to the Company’s use of, and reliance upon, artificial intelligence technology.

  Please be advised that Troy Reisner no longer serves as the Chief Financial Officer of the Company and future correspondence should be directed to the attention of Stephen Chen [schen@phunware.com], Chief Executive Officer and Chris Olive [colive@phunware.com], Chief Legal Officer.  If you have any additional questions regarding the above, please contact me by phone at (214) 745-5394 or e-mail at jmcphaul@winstead.com.

    Sincerely,

    /s/ Jeffrey M. McPhaul

    Jeffrey M. McPhaul

    Cc:

    Stephen Chen (Chief Executive Officer, Phunware, Inc.)

    Chris Olive (Chief Legal Officer, Phunware, Inc.)

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December 30, 2024
Troy Reisner
Chief Financial Officer
Phunware, Inc.
1002 West Avenue
Austin, Texas 78701
Re:Phunware, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 10-Q for the Quarter Ended September 30, 2024
Response dated December 18, 2024
File No. 001-37862
Dear Troy Reisner:
            We have reviewed your December 18, 2024 response to our comment letter and have
the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
December 4, 2024 letter.
Quarterly Report on Form 10-Q
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 16
1.We note your responses to prior comment 2 and 3. Because of your emphasis on
the importance of AI technology to the growth of your business in the future, you
should amend the "Overview" section in your September 30, 2024 to include the
detail of your application of AI technology to your business as outlined in your
supplemental responses.

December 30, 2024
Page 2
Risk Factors, page 29
2.We note your response to prior comment 6. However based upon your furnished
disclosures in the two October 16, 2024 Forms 8-K filed prior to your September 30,
2024 Form 10-Q, which included a letter to shareholders and an investor presentation,
both touting the development of your new generative AI-based strategy, we believe
that a risk factor addressing the risks specific to your use of, and reliance upon,
artificial intelligence technology in your September 30, 2024 Form 10-Q is
appropriate. Please amend your Form 10-Q to include such a risk factor.
            Please contact Megan Masterson at 202-551-3407 or Kathleen Collins at 202-551-
3499 if you have questions regarding comments on the financial statements and related
matters. Please contact Larry Spirgel at 202-551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jeffrey McPhaul

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    2728 N. Harwood Street

    214.745.5400 office

    Suite 500

    214.745.5390 fax

    Dallas, TX 75201

    winstead.com

  December 18, 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

    Form 10-Q for the Quarter Ended September 30, 2024

    File No. 001-37862

  Ladies and Gentlemen:

  On behalf of Phunware, Inc. (the “Company”), we hereby provide the following responses to the comment letter from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 4, 2024, relating to the above-referenced Annual Report on Form 10-K (the “Annual Report”) and Quarterly Report on Form 10-Q (the “Quarterly 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

  Item 9A. Controls and Procedures., page 100

  1.Please file an amended Form 10-K and at a minimum, address the following:

  •Revise management's conclusion regarding the effectiveness of your disclosure controls and procedures at December 31, 2023. We refer to comment 2 and Appendix A in your September 23, 2024 response letter.

  •The first two paragraphs in the proposed revised disclosures provided in comment 1 to your November 6, 2024 response letter are repetitive. Revise and include such disclosures in your amended Form 10-K.

  Response:  	Upon confirmation that all comments affecting the Annual Report are resolved, the Company will file an amendment (the “Annual Report Amendment”) which amends and restates its disclosures in Item 9A of the Annual Report 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 as of December 31, 2023. The Annual Report Amendment will also include a risk factor containing the disclosure proposed in the Company’s prior November 6, 2024 response letter which the Company will revise to remove repetitive language.

  Form 10-Q for the Quarter Ended September 30, 2024

  Management's Discussion and Analysis of Financial Condition and Results of Operations

  Key Events & Recent Developments, page 16

  2.We note your disclosure on page 16, which indicates that you are developing a new generative AI-drive software development platform that will "enable businesses to quickly develop and monetize custom mobile app solutions at a lower cost, making them accessible to small and medium-sized businesses." Please define what you mean by artificial intelligence in this context and explain how it is used in your internal systems, current product offerings and in your new software development platform. Explain how such usage may differ from your automation technology that automates processes in your platform.

  Response:  	The “artificial intelligence” (AI) in the context of the Company’s platform will initially be generative pre-trained transformer (GPT) technology.  The Company plans to use such artificial intelligence in various contexts within its internal systems, current product offerings and its new software development platform, including the following items:

  •Creator.phunware.com

  The Company has created, deployed and is testing creator.phunware.com, an online platform which is the first step in the Company’s new software development platform initiative.  This platform will in the future utilize generative AI (initially GPT technology) to simplify the mobile app request, submission, creation, development, customization and completion processes for customers.  The platform is designed to include a Sales Companion GPT, a generative AI assistant that will guide customers step-by-step through the onboarding and sales processes, helping guide their decisions in creating, developing, customizing and completing their mobile apps, making them even more intuitive, efficient and less expensive.  See also ai.phunware.com.

  •Generative AI Tools for Internal Systems

  The Company actively utilizes generative AI tools to streamline its internal processes and workflows for mobile app creation and development.  The Company also plans to use predictive AI tools in the future to further enhance these processes.  By applying these technologies, the Company will improve the quality and personalization of its mobile apps and drastically reduce the time required to adapt its mobile app development framework to meet specific customer needs. The Company anticipates that these efficiencies will enable it to reduce mobile app development costs significantly and make high-quality customized mobile apps more accessible and affordable for small to medium sized businesses ("SMBs") and enterprises.

  •AI Features and Functionalities for Engagement and Monetization

  The Company is also developing AI Personal Concierge features and functionalities to serve as a human-like interface in its mobile apps for its customers and  users thereof. This feature is expected to revolutionize user interaction by enhancing engagement and providing SMBs and enterprises with innovative opportunities to further monetize their products and services with users.  The Company also intends to develop and include predictive AI features and functionalities in its mobile apps for its customers and to use predictive AI to improve and enhance mobile apps for customer use cases and user personalization.

  •Automation Technology

  When the Company engages with a customer on a new mobile app development project, the customer does not access and utilize an automated Company platform to create and develop the app.  The Company and the customer will engage in a series of meetings and discussions to agree on the

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  structure of the app and the features and functionalities of the app; many of these items will be specifically identified and listed in the related software license agreement and statement(s) of work for the app.  The Company team will initially create and/or assemble the codebase and the configuration files for the app from one or more of its templates; these tasks are not accomplished by automated processes.  The Company will then assemble and compile the latest code for the app, set the appropriate code signing for the app, put the app through testing and quality assurance checks and produce and release the app; some of these tasks are accomplished by automated processes, but such automation is not currently accomplished through AI.  The Company is leveraging generative AI today in the creation of configuration files by transforming sets of defined inputs into standardized configuration file outputs.  In the future, the Company plans to further integrate generative AI into the App Creator process to facilitate collection and evaluation of inputs - such as customer-provided content, branding materials, and other relevant information - and automatically generate the necessary configuration files.  We expect this to evolve into largely AI-related automated processes to build the app itself.

  3.Please indicate the products incorporating generative AI technology in your pipeline and the stage of development of each technology. With respect to artificial intelligence, indicate if your algorithms are proprietary or open source, and update your risk factors to reflect the relevant risks.

  Response:  	The following Company platform and products incorporate or are expected to incorporate generative AI technology:

  •Creator.phunware.com:  The Company’s foundational online mobile app creator platform has been launched and development is underway for its related Sales Companion GPT to further streamline the customer / user experience with the Company’s platform.

  •Generative AI Tools:  ChatGPT and other generative AI tools, models and frameworks (including large language models (LLMs)) for content, video and audio use cases are actively used and continuously refined and enhanced by the Company’s team for its products and strategies, focused on ensuring that it can deliver custom mobile apps faster and at lower cost.

  •AI Personal Concierge:  This AI feature is currently in the prototype testing stage for eventual deployment to Company customers; The Company is experimenting with voice user interface, allowing for natural and intuitive communication powered by GPT technology.

  •AI Algorithms:  The Company currently leverages and configures proprietary AI algorithms created by other institutions to bring generative AI to develop its products and industry specific use cases. In the future, the Company may also use and build internal core products and services leveraging open source AI technology.

  Additionally, the Company refers to comment #6 below with respect to the Staff’s request for the Company to update its risk factors to reflect the relevant risks associated with artificial intelligence.

  4.We note your former CEO's Letter to Shareholders included in your Form 8-K furnished on October 16, 2024, which indicated that the company "targets expansion into the Global Mobile App Market expected to exceed $420 billion by 2028." Please clarify your plans for this expansion. Explain the reasons for highlighting the size of this market by 2028 as compared to the company's expectations for its own growth by 2028.

  Response:  	The Company believes that its generative AI mobile app creator platform will unlock opportunities for businesses of all sizes and across industries to quickly and easily create custom mobile apps through a plug-and-play solution.  The Company anticipates its platform will particularly leverage generative AI to empower SMBs to rapidly and cost-effectively build custom mobile apps, reducing production time and costs traditionally reserved for large enterprises.  For example, the Company intends to use generative AI as part of its platform generally to write

  3

  code more quickly and efficiently and to enable creation of assets such as splash screens, icons and graphics; text, images, audio and video (including explanatory and product demo videos); and content (including products and services, descriptions, news articles, social media posts and other marketing materials) for mobile apps at scale.  The Company’s use of generative AI is expected to generate innovative mobile apps with more personalized experiences (including recommendations, content and features) for customers and their users.

  The Company believes its AI-powered platform will transform its ability to create and sell mobile apps at significantly greater scale to SMBs and enterprises by delivering faster development cycles and significant cost savings and enable it to expand on a much greater scale into the global mobile app market.  The Company believes its platform and plans to scale will address expanding (and underserved) global mobile app market segments, enabling SMBs and enterprises across industries within and outside of the U.S. to access and use AI-powered mobile app technology for their use cases.

  The market research noted in the Company’s shareholder letter and other research and analysis available to it validates the Company’s strategic shift and progression into AI-facilitated DIY custom mobile app creation, with the global mobile app market projected in that research to reach $322 billion by 2026, $367 billion by 2027, and $421 billion by 2028. The research provides information on the direction of global mobile app market and opportunities which exist in this market and supports the Company’s vision to transition to the new scalable platform; however, the Company has not yet provided specific revenue projections for mobile app sales using the new platform due to uncertainty of the acceptance of its offerings.

  The Company believes the decision to transition from a mobile app business model focusing on more customized mobile app development for particular industry verticals such as hotels and healthcare primarily within the U.S. to a business model focusing on an AI-powered scalable "build your own" mobile app platform and global solution for SMBs and other enterprises is a material change in its corporate strategy which is one of the main reasons the Company disclosed this strategic shift in its prior CEO's shareholder letter.

  The Company primarily provides mobile applications for specific industries like hospitality and healthcare (large properties) and it intends to continue servicing these important verticals. Expanding globally at scale is a logical and important next step.  The Company is also exploring new global market opportunities due to shifting global market conditions and advancements in AI technology.  It is too early to predict which of these global initiatives will best drive growth for the Company’s platform, as product-market fit is still being validated.  The size of the global mobile app market reflects the relevance and alignment of the Company’s new strategy with a rapidly growing industry, even if its specific growth targets have not yet been defined.

  Components of Results of Operations

  Operating Expenses

  Research and Development, page 20

  5.We note that your research and development expenses are primarily comprised of employee compensation costs and overhead for the period covered by the Quarterly Report on Form 10-Q. Given your new strategic focus on generative AI, and the launch of your new AI-drive SaaS platform in mid 2025, please update your disclosure regarding your investment in AI research and development going forward, as appropriate.

  Response:  	As noted in the Company’s disclosure on page 16 of its Quarterly Report, the commencement of the development of a new generative AI-driven software development platform occurred in October 2024. As of the filing date of the Quarterly Report, this development was in a nascent stage. The Company had not yet determined whether research and development expenses with respect to the implementation of this initiative were to come from additional headcount resources resulting in additional research and development expenses or from existing headcount expenses. The Company continues to evaluate the materiality of research and development expenses and will make additional disclosures in future filings, as warranted.

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  Risk Factors, page 29

  6.Please expand your risk factor disclosure to address the risks specific to your use of and reliance on artificial intelligence technology.

  Response:  	The Company respectfully acknowledges the Staff’s comment and notes, as outlined above, that the Company was in the early stages of this corporate initiative at the time of filing of its Quarterly Report. At the time of the filing of the Company’s Quarterly Report, the Company believed a specific risk factor with respect to its product initiatives in AI was not material, as the Company was in the early stages of investment in this new line of business. Additionally, it should be noted that the Company has disclosed in its Annual Report, a risk factor on page 16 stating, “Our business strategy is evolving. Investments in new services and technologies may not be successful and may involve pursuing new lines of business or strategic transactions and investments, or dispositions of assets or businesses that may no longer help us meet our objectives. Such efforts may not be successful.” As this corporate initiative continues to evolve, the Company will continue to evaluate its risk factor disclosures relating to the Company’s use of and re

December 4, 2024
Troy Reisner
Chief Financial Officer
Phunware, Inc.
1002 West Avenue
Austin, Texas 78701
Re:Phunware, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 10-Q for the Quarter Ended September 30, 2024
File No. 001-37862
Dear Troy Reisner:
            We have reviewed your response to our comment letter and have the following
comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Item 9A. Controls and Procedures., page 100
1.Please file an amended Form 10-K and at a minimum, address the following:
•Revise management's conclusion regarding the effectiveness of your disclosure
controls and procedures at December 31, 2023. We refer to comment 2 and
Appendix A in your September 23, 2024 response letter.
•The first two paragraphs in the proposed revised disclosures provided in comment
1 to your November 6, 2024 response letter are repetitive. Revise and include
such disclosures in your amended Form 10-K.
Form 10-Q for the Quarter Ended September 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Events & Recent Developments, page 16
We note your disclosure on page 16, which indicates that you are developing a new
generative AI-drive software development platform that will "enable businesses to 2.

December 4, 2024
Page 2
quickly develop and monetize custom mobile app solutions at a lower cost, making
them accessible to small and medium-sized businesses." Please define what you mean
by artificial intelligence in this context and explain how it is used in your internal
systems, current product offerings and in your new software development platform.
Explain how such usage may differ from your automation technology that automates
processes in your platform.
3.Please indicate the products incorporating generative AI technology in your pipeline
and the stage of development of each technology. With respect to artificial
intelligence, indicate if your algorithms are proprietary or open source, and update
your risk factors to reflect the relevant risks.
4.We note your former CEO's Letter to Shareholders included in your Form 8-K
furnished on October 16, 2024, which indicated that the company "targets expansion
into the Global Mobile App Market expected to exceed $420 billion by 2028."  Please
clarify your plans for this expansion. Explain the reasons for highlighting the size of
this market by 2028 as compared to the company's expectations for its own growth by
2028.
Components of Results of Operations
Operating Expenses
Research and Development, page 20
5.We note that your research and development expenses are primarily comprised of
employee compensation costs and overhead for the period covered by the Quarterly
Report on Form 10-Q. Given your new strategic focus on generative AI, and the
launch of your new AI-drive SaaS platform in mid 2025, please update your
disclosure regarding your investment in AI research and development going forward,
as appropriate.
Risk Factors, page 29
6.Please expand your risk factor disclosure to address the risks specific to your use of
and reliance on artificial intelligence technology.
            Please contact Megan Masterson at 202-551-3407 or Kathleen Collins at 202-551-
3499 if you have questions regarding comments on the financial statements and related
matters. Please contact Charli Wilson at 202-551-6388 or Larry Spirgel at 202-551-3815 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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    2728 N. Harwood Street

    214.745.5400 office

    Suite 500

    214.745.5390 fax

    Dallas, TX 75201

    winstead.com

  November 6, 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 September 23, 2024

    File No. 001-37862

  Ladies and Gentlemen:

  On behalf of Phunware, Inc. (the “Company”), we hereby provide the following responses to the comment letter from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated October 23, 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 September 23, 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

  General

    1.

    We note your response to comment 3 and related prior comments. We have the following comments:

    ●

    The PhunCoin was offered and sold at the time of entry into the rights agreement and, therefore, the PhunCoin was offered and sold as a security. Please revise your draft risk factor and other relevant disclosure to indicate such and explain the consequences.

    ●

    It appears that the PhunToken has been and continues to be offered and sold as a security. In this regard, we note (for example and without limitation) that the PhunToken has been and continues to be issued, there is no current use for the PhunToken, and you facilitated a secondary market for the token. Please revise your draft risk factor and other relevant disclosure (to the extent applicable) to indicate such and explain the consequences.

  Response:  	The Company acknowledges the Staff’s comment and respectfully refers the Staff to the Company’s response to comment 6 in the letter to the Staff dated May 28, 2024, whereby the Company describes legal analysis undertaken and why the Company believes PhunToken is not a “security” under Section 2(a)(1) of the Securities Act of 1933, as amended.

  In addition, in response to the Staff’s comment, the Company has revised its proposed draft risk factor to be included, as appropriate, in future periodic filings to read as follows:

  “Whether our digital assets, including PhunCoin and PhunToken, constitute a “security” is subject to a high degree of uncertainty, and if we fail to properly characterize a digital asset, we may be subject to regulatory scrutiny, inquiries, investigations, fines and other penalties, which may adversely affect our business, operating results and financial condition. Any resulting change in characterization may also affect the manner in which such digital assets are reflected in our financial statements.

  The SEC and its staff have taken the position that certain digital or “crypto” assets fall within the definition of a “security” under the U.S. federal securities laws. The legal test for determining whether any given digital asset is a security is a highly complex, fact-driven analysis, and the outcome is difficult to predict. The SEC generally does not provide advance guidance or confirmation on the status of any particular digital asset as a security. Furthermore, it is also possible that a change in the governing administration or the appointment of new SEC commissioners could substantially impact the views of the SEC and its staff.

  The SEC and its staff have taken the position that certain digital or “crypto” assets fall within the definition of a “security” under the U.S. federal securities laws. The legal test for determining whether any given digital asset is a security is a highly complex, fact-driven analysis, and the outcome is difficult to predict. The SEC generally does not provide advance guidance or confirmation on the status of any particular digital asset as a security. Furthermore, it is also possible that a change in the governing administration or the appointment of new SEC commissioners could substantially impact the views of the SEC and its staff.

  Several foreign jurisdictions have taken a broad-based approach to classifying digital assets as “securities,” while certain other foreign jurisdictions have adopted a narrower approach. As a result, certain digital assets may be deemed to be a “security” under the laws of some jurisdictions but not others. Various foreign jurisdictions may, in the future, adopt additional laws, regulations, or directives that affect the characterization of digital assets as “securities.”

  The classification of a digital asset as a security under applicable law has wide-ranging implications for the regulatory obligations that flow from the offer and sale of such assets. For example, a digital asset that is a security in the United States may generally only be offered or sold in the United States pursuant to a registration statement filed with the SEC or in an offering that qualifies for an exemption from registration. Persons that effect transactions in digital assets that are securities in the United States may be subject to registration with the SEC as a “broker” or “dealer.” Platforms that bring together purchasers and sellers to trade digital assets that are securities in the United States are generally subject to registration as national securities exchanges, or must qualify for an exemption, such as by being operated by a registered broker-dealer as an alternative trading system (ATS) in compliance with rules for ATSs. Persons facilitating clearing and settlement of securities may be subject to registration with the SEC as a clearing agency. Foreign jurisdictions may have similar licensing, registration, and qualification requirements.

  We have policies and processes to analyze whether each digital asset, including PhunCoin and PhunToken, that we seek to implement within our platform could be deemed to be a “security” under applicable laws. Our policies and processes do not constitute a legal standard but rather represent our company-developed model, which permits us to make a risk-based assessment regarding the likelihood that a particular digital asset could be deemed a “security” under applicable laws. Based upon our internal analysis, we have taken the position that PhunToken is not a “security” as defined under Section 2(a)(1) of the Securities Act of 1933, as amended. Furthermore, though we have not definitively concluded that PhunCoin, which is still in the development stage, would fall within the definition of “security,” we have operated under the assumption that it will be characterized as such out of an abundance of caution. In light of such assumption, Phunware has endeavored to avail itself of and conduct its offering of rights to Phuncoin in compliance with applicable securities registration exemptions.  Regardless of our conclusions, we could be subject to legal or regulatory action in the event the SEC, a state or foreign regulatory authority, or a court were to determine that a digital asset, including PhunCoin and PhunToken, implemented on our platform is a “security” under applicable laws. We believe that our process reflects a comprehensive and thoughtful analysis and is reasonably designed to facilitate consistent application of available legal guidance to digital assets to facilitate informed risk-based business judgment. However, we recognize that the application of securities laws to the specific facts and circumstances of digital assets may be complex and subject to change, and that a posting determination does not guarantee any conclusion under the U.S. federal securities laws. We expect our risk assessment policies and to continuously evolve to take into account case law, facts, and developments in technology.

  Additionally, if our conclusions as to the characterization of PhunCoin and/or PhunToken change, the the manner in which we have accounted for proceeds received related to each may change, which could also result in the need to restate prior financial information.

  There can be no assurances that we will properly characterize any given digital asset as a security or non-security or that the SEC, foreign regulatory authority, or a court, if the question was presented to it, would agree with our assessment. If the SEC, state or foreign regulatory authority, or a court were to determine that digital assets implemented within our platform are securities, we would not be able to offer such digital assets until we are able to do so in a compliant manner. A determination by the SEC, a state or foreign regulatory authority, or a court that a digital asset within our platform was a security may also result in us determining that it is advisable to remove such digital assets from our platform that have similar characteristics to the digital asset that was determined to be a security. In addition, we could be subject to judicial or administrative sanctions for failing to offer or sell the digital asset in compliance with the registration requirements, or for acting as a broker, dealer, or national securities exchange without appropriate registration. Such an action could result in injunctions, cease and desist orders, as well as civil monetary penalties, fines, and disgorgement, criminal liability, and reputational harm. Customers that purchased, earned or received such digital assets on our platform and suffered losses could also seek to rescind a transaction that we facilitated as the basis that it was conducted in violation of applicable law, which could subject us to significant liability. We may also be required to cease facilitating transactions in other similar digital assets, which could negatively impact our business, operating results, and financial condition.”

  If you have any additional questions regarding the above, please contact me by phone at (214) 745-5394 or e-mail at jmcphaul@winstead.com.

    Sincerely,

    /s/ Jeffrey M. McPhaul

    Jeffrey M. McPhaul

    Cc:

    Stephen Chen (Chief Executive Officer, Phunware, Inc.)

    Chris Olive (Chief Legal Officer, Phunware, Inc.)

    Troy Reisner (Chief Financial Officer, Phunware, Inc.)

October 23, 2024
Troy Reisner
Chief Financial Officer
Phunware, Inc.
1002 West Avenue
Austin, Texas 78701
Re:Phunware, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Response dated September 23, 2024
File No. 001-37862
Dear Troy Reisner:
            We have reviewed your September 23, 2024 response to our comment letter and have
the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless otherwise noted, any reference to prior comments are to our September 4, 2024 letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
General
1.We note your response to comment 3 and related prior comments.  We have the
following comments:
•The PhunCoin was offered and sold at the time of entry into the rights agreement
and, therefore, the PhunCoin was offered and sold as a security. Please revise
your draft risk factor and other relevant disclosure to indicate such and explain the
consequences.
•It appears that the PhunToken has been and continues to be offered and sold as a
security. In this regard, we note (for example and without limitation) that the
PhunToken has been and continues to be issued, there is no current use for the
PhunToken, and you facilitated a secondary market for the token. Please revise
your draft risk factor and other relevant disclosure (to the extent applicable) to
indicate such and explain the consequences.

October 23, 2024
Page 2
            Please contact Megan Masterson at 202-551-3407 or Kathleen Collins at 202-551-
3499 if you have questions regarding comments on the financial statements and related
matters. Please contact Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

    2728
    N. Harwood Street

    214.745.5400
    office

    Suite
    500

    214.745.5390
    fax

    Dallas,
    TX 75201

    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

September 4, 2024
Troy Reisner
Chief Financial Officer
Phunware, Inc.
1002 West Avenue
Austin, Texas 78701
Re:Phunware, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Response dated August 5, 2024
File No. 001-37862
Dear Troy Reisner:
            We have reviewed your August 5, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our June 28, 2024 letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Note 2. Summary of Significant Accounting Policies, page 71
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.
•Clarify whether such Tokens have been issued to consumers or when you anticipate
issuing such rewards.
•Explain how the reward Tokens are redeemed by consumers and clarify whether such
Tokens can be sold or transferred.
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 •1.

September 4, 2024
Page 2
expense/liability is reflected in your financial statements.
•Tell us the amount of compensation expense related to the 32 million PhunTokens
that were issued during fiscal 2022 as bonuses to your employees.
•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.
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.
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."

September 4, 2024
Page 3
            Please contact Megan Masterson at 202-551-3407 or Kathleen Collins at 202-551-3499 if
you have questions regarding comments on the financial statements and related matters. Please
contact Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

    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

CORRESP
1
filename1.htm

July
15, 2024

Matthew
Derby

Megan
Akst

Kathleen
Collins

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:

Our
firm represents Phunware, Inc. (the “Company”). On behalf of the Company, reference is made to the comment letter
from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
dated June 28, 2024, relating to the above-referenced filing (the “Comment Letter”). As discussed with Mr. Derby,
the Company requests additional time to respond to the Comment Letter. The Company intends to provide a response to the Commission on
or before August 5, 2024. Thank you for this courtesy.

If
you have any additional questions regarding the above, please contact me by phone at (214) 745-5394 or e-mail at jmcphaul@winstead.com.

    Sincerely,

    /s/
    Jeffrey M. McPhaul

    Jeffrey
    M. McPhaul

    Cc:
    Michael
    Snavely (Chief Executive Officer, Phunware, Inc.)

    Chris
    Olive (Chief Legal Officer, Phunware, Inc.)

    Troy
    Reisner (Chief Financial Officer, Phunware, Inc.)

United States securities and exchange commission logo
June 28, 2024
Troy Reisner
Chief Financial Officer
Phunware, Inc.
1002 West Avenue
Austin, Texas 78701
Re:Phunware, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Response dated May 28, 2024
File No. 001-37862
Dear Troy Reisner:
            We have reviewed your May 28, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our May 13,
2024 letter.
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.

 FirstName LastNameTroy Reisner
 Comapany NamePhunware, Inc.
 June 28, 2024 Page 2
 FirstName LastName
Troy Reisner
Phunware, Inc.
June 28, 2024
Page 2
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.
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.
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.
5.Please clarify whether the PhunToken can be transferred outside your platform and
whether it currently trades on any third-party trading platforms. In this regard, we note
disclosure on your website indicating that PhunToken is available on Uniswap.
6.We note the press release you issued announcing the availability of PhunToken on
Uniswap. Please tell us your role in making PhunToken available on Uniswap.

 FirstName LastNameTroy Reisner
 Comapany NamePhunware, Inc.
 June 28, 2024 Page 3
 FirstName LastName
Troy Reisner
Phunware, Inc.
June 28, 2024
Page 3
7.If the PhunToken is intended to be used as a so-called “utility token” within your
platform, please tell us why the supply is capped, and address your statements indicating
that no additional PhunToken will ever be created, and the capped supply may potentially
make the PhunToken more valuable.
8.It appears that the company intended to issue a substantial portion of the PhunTokens to
senior management through Restricted Token Purchase Agreements, although the
company subsequently rescinded such agreements. Please tell us how that contemplated
issuance is consistent with your legal analysis and whether any members of senior
management have been issued or have the right to acquire PhunTokens or otherwise hold
PhunTokens.
9.The legal analysis with respect to your discussion of “Reasonable Expectation of Profits”
and “Managerial or Entrepreneurial Efforts of Others” is conclusory. Please revise to
provide a more detailed legal analysis and in doing so address relevant facts regarding the
PhunToken and your platform. For example, we note the FAQ disclosure on your website,
“Is PHTK valuable.” Moreover, address other profit-making opportunities available to
holders of PhunToken, some of which appear to be outlined in your press release
announcing the availability of the PhunToken on Uniswap. Finally, please address the
bonus incentives of the PhunToken.
10.With respect to the legal analysis applying Gary Plastic, you state that the “PhunToken is
not designed to be traded or exchanged with other holders.” It appears that PhunToken can
be traded or exchanged among holders, whether within your platform or outside your
platform, and that you publicize the availability for such trading and exchange. Please
revise your analysis accordingly. We also note the statement, “[t]he Company does not
engage in activity to facilitate the appreciation of the price of PhunToken above the prices
paid by holders for PhunToken purchased from the Company.” Revise your analysis to
address your further development efforts with respect to the features and capabilities for
using the PhunToken on your platform, making PhunToken available on Uniswap, your
activities with respect to burning the PhunToken, and any profit-making activities
available to holders. For example, we note the disclosure in your whitepaper that you
intend “buyback and burn PhunToken every quarter, reducing the overall circulating
supply of PhunToken.”
            Please contact Megan Akst at 202-551-3407 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
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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.

United States securities and exchange commission logo
May 13, 2024
Troy Reisner
Chief Financial Officer
Phunware, Inc.
1002 West Avenue
Austin, Texas 78701
Re:Phunware, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-37862
Dear Troy Reisner:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
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.
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.

 FirstName LastNameTroy Reisner
 Comapany NamePhunware, Inc.
 May 13, 2024 Page 2
 FirstName LastNameTroy Reisner
Phunware, Inc.
May 13, 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.
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:osold to senior management,
osold to customers, and
oissued 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.
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.

 FirstName LastNameTroy Reisner
 Comapany NamePhunware, Inc.
 May 13, 2024 Page 3
 FirstName LastName
Troy Reisner
Phunware, Inc.
May 13, 2024
Page 3
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.
            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.
            Please contact Megan Akst at 202-551-3407 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kyle Wiley at 202-344-5791 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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April 27, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

Re:       Phunware, Inc. Registration Statement on Form S-3 File No. 333-262625

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective at 9:00 a.m. Eastern Time on May 2, 2022, or as soon thereafter as is practicable.

Please contact Jeff McPhaul with Winstead PC at (214) 745-5394 once the Registration Statement is declared effective.

PHUNWARE, INC.

By:    /s/ Alan S. Knitowski

Alan S. Knitowski

Chief Executive Officer

United States securities and exchange commission logo
February 28, 2022
Alan Knitowski
Chief Executive Officer
Phunware, Inc.
7800 Shoal Creek Blvd, Suite 230-S
Austin, Texas 78757
Re:Phunware, Inc.
Registration Statement on Form S-3
Filed February 10, 2022
File No. 333-262625
Dear Mr. Knitowski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Olivia Bobes, Law Clerk, at (202) 551-7361 or Joshua Shainess, Legal
Branch Chief, at at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeffrey McPhaul, Esq.

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February 4, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

Re:       Phunware, Inc. Registration Statement on Form S-3 File No. 333-262461

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective at 9:00 a.m. Eastern Time on February 9, 2022, or as soon thereafter as is practicable.

Please contact Jeff McPhaul with Winstead PC at (214) 745-5394 once the Registration Statement is declared effective.

PHUNWARE, INC.

By:    /s/ Alan S. Knitowski

Alan S. Knitowski

Chief Executive Officer

United States securities and exchange commission logo
February 4, 2022
Alan S. Knitowski
Chief Executive Officer
Phunware, Inc.
7800 Shoal Creek Blvd, Suite 230-S
Austin, TX 78757
Re:Phunware, Inc.
Registration Statement on Form S-3
Filed February 1, 2022
File No. 333-262461
Dear Mr. Knitowski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Josh
Shainess, Legal Branch Chief, at (202) 551-7951, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeff McPhaul

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February 11, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

Re:    Phunware, Inc.
Registration Statement on Form S-3
File No. 333-252694

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective at 3:00 p.m. Eastern Time on February 11, 2021, or as soon thereafter as is practicable.

Please contact Alex R. Allemann with Winstead PC at (512) 370-2804 once the Registration Statement is declared effective.

PHUNWARE, INC.

By:    /s/ Alan S. Knitowski

Alan S. Knitowski

Chief Executive Officer

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7800 Shoal Creek Blvd.

Suite 230S
Austin, TX 78757

October 23, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

Re:        Phunware, Inc.

Registration Statement on Form S-3

Originally Filed September 4, 2020

File No. 333-248618

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective at 9:30 a.m. Eastern Time on October 27, 2020, or as soon thereafter as is practicable.

Please contact Alex R. Allemann with Winstead PC at (512) 370-2800 once the Registration Statement is declared effective.

PHUNWARE, INC.

By:    /s/ Alan S. Knitowski
Alan S. Knitowski
Chief Executive Officer

CORRESP
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October 9, 2020

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

Washington, D.C. 20549

Re:     Phunware, Inc.

Registration Statement on Form S-3

September 4, 2020

File No. 333-248618

Ladies and Gentlemen:

On behalf of Phunware, Inc. (the “Company”), we hereby respond as follows to the comment letter from the staff of the Securities and Exchange Commission (the “Staff”) dated October 1, 2020, relating to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”). For the Staff’s convenience, we have recited the comments in the Staff’s letter below in bold and italics, and set forth the Company’s response in regular font immediately thereafter. Capitalized terms used but not defined herein have the meanings ascribed to them in the Registration Statement.

Comments and Responses:

Form S-3

General

1.     We note that you are registering up to 83,475,574 shares of common stock for resale by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. It appears that this may be an indirect primary offering by the company and that the selling stockholder may actually be an underwriter selling on behalf of the company. Among other factors, we note the following:

•The Series B Senior Convertible Note is not outstanding;

•The company has received a note from the selling stockholder (the Investor Note) rather than cash for the Series B Senior Convertible Note;

•The company will only receive cash payments for the Series B Senior Convertible Note when the selling stockholder decides to convert the note;

•You are registering 300% of the maximum number of shares issuable upon conversion of the notes;

•The amount you are registering is based upon an alternate conversion price of $0.8784 if there is a default rather than the current $3.00 fixed conversion price;

•The amount of shares being registered appears to represent approximately 191% of the company’s outstanding shares and 231% of the company’s outstanding shares held by non-affiliates as of June 30, 2020; and

•The selling stockholder has held the Series A Senior Convertible Note and warrant only since July 15, 2020.

Please provide us with a detailed legal analysis as to why the offering by the selling stockholder should properly be regarded as a secondary offering. If this is an indirect primary offering, tell us how you are able to register the offering as an at-the-market offering on Form S-3. Refer to Securities Act Rules Compliance and Disclosure Interpretation 612.09.

For the reasons set forth below, the Company respectfully submits that the offering contemplated by the Registration Statement is a valid secondary offering by or on behalf of Alto Opportunity Master Fund, SPC -

Division of Corporate Finance, Office of Technology
United States Securities and Exchange Commission
October 9, 2020
Page 2

Segregated Master Portfolio B (“Alto”) of shares of the Company’s common stock that may be registered for resale on a continuous basis pursuant to Rule 415(a)(1)(i) of the Securities Act of 1933, as amended (the “Securities Act”).

As requested in the Staff’s comment, the Company analyzed, among other factors, the guidance set forth in Securities Act Rules Compliance and Disclosure Interpretations, Question 612.09 (“Interpretation 612.09”), which identifies six factors to be considered in determining whether a purported secondary offering is really a primary offering. Interpretation 612.19 states:

“It is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections of Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.”

Based on the Company’s consideration of the totality of the facts and circumstances of the transaction and each of the factors enumerated in Interpretation 612.09, the Company believes that the shares of common stock that the Company is proposing to register for resale by Alto (the “Shares”) are eligible for registration on a delayed or continuous basis pursuant to Rule 415(a)(1)(i) of the Securities Act.

Factor 1: How long Alto has held the securities.

The Company notes that there is no mandatory holding period for a PIPE transaction (such as the Company’s July 2020 Private Placement of the Senior Convertible Notes and Warrant) to be characterized as a valid secondary offering. As noted by the Staff in Securities Act Rules Compliance and Disclosure Interpretations, Question 139.11 (“Interpretation 139.11”), a valid secondary offering could occur immediately following the closing of a private placement. Interpretation 139.11 provides in relevant part as follows:

“In a PIPE transaction, a company will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the securities (or in the case of convertible securities, of the convertible security itself) to the investor, and the investor is at market risk at the time of filing of the resale registration statement…The closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the resale registration statement.”

The Company believes this concept conforms to the custom and practices in many PIPE transactions. In many PIPE transactions, a registration statement is required to be filed shortly post-closing (often 30-45 days) and declared effective shortly after filing (often 90-150 days post-closing). The Company is not aware that the Staff has taken a position that the period of time elapsing between a closing and effectiveness of a registration statement has raised concerns about whether the offering is a valid secondary offering, and the Company believes such a position would be inconsistent with Interpretation 139.11 set forth above, which allows inclusion of the securities sold after a registration statement is filed if the registration statement is not yet effective.

The discussion above supports the conclusion that the offering pursuant to this prospectus is a valid secondary offering.

Factor 2: The circumstances under which Alto received the securities.

Division of Corporate Finance, Office of Technology
United States Securities and Exchange Commission
October 9, 2020
Page 3

The Senior Convertible Notes and Warrant were issued to Alto in an arm’s-length private placement transaction pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Registration Statement is being filed by the Company to comply with its obligations under the Registration Rights Agreement by and between the Company and Alto. The Company did not enter into the Registration Rights Agreement for the purposes of conducting an indirect primary offering. The Company did not and will not pay commissions or fees to Alto and, other than the exercise price upon exercise of the Warrant, will not receive proceeds from the resale of the common stock by Alto.

In the Purchase Agreement, Alto made certain representations to the Company, including that (i) Alto was an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and (ii) Alto had acquired the Senior Convertible Notes and Warrant, and upon conversion of the Senior Convertible Notes and/or exercise of the Warrant, would acquire the Shares of common stock issuable upon conversion and/or exercise thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Company is neither aware of any evidence that would indicate that these representations were false nor aware of any evidence that Alto has any plan to act in concert with a third party to effect a distribution of the Shares.

In addition, the Company is not aware of any evidence that would indicate that a distribution would occur if the Registration Statement is declared effective. Under the Commission’s rules, a “distribution” requires special selling efforts. Rule 100(b) of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods.” The Company is not aware of any evidence that would indicate that any special selling efforts or selling methods (such as road shows or other actions to condition the market for the Company’s common stock) by or on behalf of Alto that have occurred or will occur if the Registration Statement is declared effective.

Further, Alto is not acting on the Company’s behalf with respect to the registration of the Shares for resale under the prospectus and, other than the registration rights granted to Alto, the Company has no contractual relationship with Alto that would control either (a) the timing, nature, and amount of resales of the Shares; or (b) whether such Shares are ever resold under the Registration Statement. The existence of registration rights is not, in and of themselves, evidence of an intent on the part of Alto to sell its Shares, much less to sell or distribute the securities on behalf of the Company. The Company also notes that there are many reasons, other than to effect an immediate resale, why investors may prefer securities to be registered, which may include: (i) some private investment funds, including Alto, are required to mark their portfolios to market and if portfolio securities are not registered, such investors are required to mark down the book value of those securities to reflect an illiquidity discount; and (ii) an issuer’s decision to not register its shares would prevent investors from taking advantage of market opportunities or from liquidating their investments if, for example, the investors’ convictions in their original investment decision had waned.

Additionally, Alto is also at market risk with respect to purchase of the Senior Convertible Notes and Warrant. As discussed in Interpretation 139.11, whether a private placement has been completed, and the investor is at market risk, in a PIPE transaction involving convertible securities (such as the Company’s July 2020 Private Placement of the Senior Convertible Notes and Warrant) is determined by reference to the purchase of the convertible security, rather than by reference to the underlying security. Interpretation 139.11 specifically addressed the purchase of convertible securities that converted into common stock at a price “based on the company’s common stock trading price at the time of conversion,” and the registration for resale of the shares underlying the convertible securities.

Alto has paid the full purchase price for the Series A Note in cash. With respect to the Series B Note, the Company respectfully disagrees with the Staff’s assertion that it is not outstanding since the Investor Note constitutes full payment in accordance with market risk standards established under Rule 144 under the Securities Act. More specifically, in order to determine whether it is appropriate to commence the holding period for a security under Rule 144, Rule 144 requires that payment has been made in full and that an investor is at market risk with

Division of Corporate Finance, Office of Technology
United States Securities and Exchange Commission
October 9, 2020
Page 4

respect to the securities. Paragraph (d)(2) of Rule 144, in particular, provides the guidelines and requirements for the issuance of a promissory note in payment for a security to satisfy such “fully paid” test. In the context of payment through a promissory note, Rule 144(d)(2) provides that the note constitutes payment in full of the purchase price for a security and that such purchaser is at market risk with respect thereto provided that the note meets three conditions: (1) it provides for full recourse against the purchaser; (2) it is secured by collateral, other than the securities purchased, having a fair market value at least equal to the purchase price; and (3) it is discharged by payment in full prior to the sale of the securities.

With respect to the Series B Note, the Investor Note satisfies all three of the above conditions. Pursuant to Section 8(a) of the Investor Note, the Investor Note is a full recourse payment obligations of Alto, which, pursuant to Section 6 of the Investor Note, is secured by a security interest in cash and/or, cash equivalents (e.g., currency, notes or other securities issued by a Group of Ten country, or securities of a special purchase acquisition company that are redeemable for cash held in escrow), with a market value greater than or equal to, collectively, the $16,000,000 purchase price of the Series B Note. In addition, pursuant to Section 3(b) of the Investor Note, prior to any conversion of the Series B Note (and/or sale of the underlying shares of our common stock), Alto is required to prepay the Investor Note in an amount corresponding to the amount of the Series B Note being converted. Accordingly, the purchase of the Series B Note is “fully paid” and complete, and Alto is considered to be at market risk in accordance with the guidelines with respect thereto established under the Securities Act.

Furthermore, consistent with Interpretation 139.11 and Securities Act Rules Compliance and Disclosure Interpretations, Question 139.06 (“Interpretation 139.06”), Alto is irrevocably bound to repay the Investor Note, “subject only to the filing or effectiveness of the registration statement or other conditions outside their control.” As such, the Company respectfully disagrees with the Staff’s assertion that the Alto will only receive cash payment for the Series B Note if Alto decides to convert. Rather, Alto is obligated to repay the Investor Note (which constitutes the cash payment to the Company) subject only to conditions entirely outside Alto’s control. Alto has the right to net the Investor Note against the Series B Note only upon the occurrence of certain events over which they have no influence, namely upon an Event of Default (as defined in the Series B Notes), a Change of Control (as defined in the Series B Notes), a prohibited transfer of the Investor Note or if the conditions for mandatory prepayment of the Investor Note are not met on a specified date. The conditions for mandatory prepayment require that, on or prior to the applicable measurement date, (a) the Company’s market capitalization is at least $40 million, and a requirement that the Company have available shelf registered placement capacity equal to at least 300% of the unrestricted principal outstanding under the Senior Convertible Notes, (b) the aggregate amount of principal outstanding under the Investor Note that, toget

United States securities and exchange commission logo
October 1, 2020
Alan S. Knitowski
Chief Executive Officer
Phunware, Inc.
7800 Shoal Creek Blvd, Suite 230-S
Austin, TX 78757
Re:Phunware, Inc.
Registration Statement on Form S-3
Filed September 4, 2020
File No. 333-248618
Dear Mr. Knitowski:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we have asked you to provide us with information
so we may better understand your disclosure.
            Please respond to this letter by providing the requested information and, if appropriate,
amending your registration statement.  If you do not believe our comment applies 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 our comment, we may have additional comments.
Form S-3
General
1.We note that you are registering up to 83,475,574 shares of common stock for resale by
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. It appears that this
may be an indirect primary offering by the company and that the selling stockholder may
actually be an underwriter selling on behalf of the company.  Among other factors, we
note the following:

•The Series B Senior Convertible Note is not outstanding;
•The company has received a note from the selling stockholder (the Investor Note)
rather than cash for the Series B Senior Convertible Note;
•The company will only receive cash payments for the Series B Senior Convertible

 FirstName LastNameAlan S. Knitowski
 Comapany NamePhunware, Inc.
 October 1, 2020 Page 2
 FirstName LastName
Alan S. Knitowski
Phunware, Inc.
October 1, 2020
Page 2
Note when the selling stockholder decides to convert the note;
•You are registering 300% of the maximum number of shares issuable upon
conversion of the notes;
•The amount you are registering is based upon an alternate conversion price of
$0.8784 if there is a default rather than the current $3.00 fixed conversion price;
•The amount of shares being registered appears to represent approximately 191% of
the company’s outstanding shares and 231% of the company’s outstanding shares
held by non-affiliates as of June 30, 2020; and
•The selling stockholder has held the Series A Senior Convertible Note and warrant
only since July 15, 2020.

Please provide us with a detailed legal analysis as to why the offering by the selling
stockholder should properly be regarded as a secondary offering. If this is an indirect
primary offering, tell us how you are able to register the offering as an at-the-market
offering on Form S-3.  Refer to Securities Act Rules Compliance and Disclosure
Interpretation 612.09.
            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 Rules 460 and 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.
            Please contact Kathleen Krebs, Special Counsel, at (202) 551-3350 or Larry Spirgel,
Office Chief, at (202) 551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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7800 Shoal Creek Blvd.

Suite 230-South

Austin, TX 78757

April 29, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

Re: Phunware, Inc.

Registration Statement on Form S-3

Filed April 13, 2020

File No. 333-237648

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective at 9:30 a.m. Eastern Time on May 4, 2020, or as soon thereafter as is practicable.

Please contact Alex R. Allemann with Winstead PC at (512) 370-2800 once the Registration Statement is declared effective.

 PHUNWARE, INC.

By: /s/ Alan S. Knitowski

 Alan S. Knitowski

 Chief Executive Officer

April 20, 2020
Alan S. Knitowski
Chief Executive Officer
Phunware, Inc.
7800 Shoal Creek Blvd, Suite 230-S
Austin, Texas 78757
Re:Phunware, Inc.
Registration Statement on Form S-3
Filed April 13, 2020
File No. 333-237648
Dear Mr. Knitowski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Alex R. Allemann, Esq.

January 17, 2020
Alan S. Knitowski
Chief Executive Officer
Phunware, Inc.
7800 Shoal Creek Blvd, Suite 230-S
Austin, TX 78757
Re:Phunware, Inc.
Registration Statement on Form S-3
Filed January 10, 2020
File No. 333-235896
Dear Mr. Knitowski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Edwin Kim, Attorney-Advisor, at (202) 551-3297 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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Phunware,
Inc.

7800 Shoal Creek Boulevard #230 South

Austin, TX 78757

May 13, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Information Technologies and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Edwin Kim, Staff Attorney

    Re:

        Phunware, Inc.

        Registration Statement on Form S-1

        Filed February 5, 2019, as amended

        File No. 333-229524

Dear Mr. Kim:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Phunware, Inc. hereby requests acceleration of the effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on May 14, 2019, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Alan S. Knitowski

     Chief Executive Officer

    cc:

        Barbara Jacobs, Assistant Director

        Alan S. Knitowski, CEO

        Scott Murano, Wilson Sonsini Goodrich & Rosati

        Eric Hsu, Wilson Sonsini Goodrich & Rosati

        Mitzi Chang, Goodwin Procter

        Mark Schonberger, Goodwin Procter

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Phunware, Inc.

7800 Shoal Creek Boulevard #230 South

Austin, TX 78757

May 3, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Information Technologies and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Edwin Kim, Staff Attorney

    Re:
    Phunware, Inc.

Amendment No. 3 to Registration
Statement on Form S-1

Filed April 8, 2019

File No. 333-229524

Dear Mr. Kim:

This letter is submitted
on behalf of Phunware, Inc. (the “Company”, “we”, “us” or “our”)
in response to comments from the staff of the Division of Corporation Finance, Office of Information Technologies and Services
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated
April 12, 2019 (the “Comment Letter”) regarding the Company’s Amendment No. 3 to Registration Statement
on Form S-1, File No. 333-229524 (the “Registration Statement”). For ease of reference, the numbered paragraphs
below correspond to the numbered comments in the Comment Letter, with the Staff’s comments presented in bold font type. Capitalized
terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement. We have today
filed with the Commission Amendment No. 4 to the Registration Statement (“Amendment No. 4”), reflecting the
responses to the Staff’s comments.

Prospectus Summary, PhunCoin, page 1

    1.
    You reference that you are “currently targeting launching the review (beta) period on a nonproduction digital asset (not an actual security token) in the first half of 2019.” Please clarify what you mean by non-production digital asset and an actual security token and how they relate to the PhunCoin that would be issued to PhunCoin Rights holders.

Response:
The Company has revised the “Prospectus Summary” section of the Registration Statement on page 2 to address the Staff’s
comment.

    2.
    You anticipate that PhunCoin Rights holders will be issued PhunCoin within one year after the PhunCoin Rights were acquired, but the PhunCoin will have no usefulness and you will not create or facilitate the creation of a secondary market for PhunCoin until the PhunCoin Ecosystem is operational. Please clarify the timing of the initial issuances of PhunCoin, as they may be issued as early as June 2019, while the PhunCoin Ecosystem will still be in its beta stage. Clarify whether the PhunCoin issued under these PhunCoin rights agreements will differ or be distinct from the PhunCoin that will be issued after the PhunCoin Ecosystem has been established and how the utility functions of the PhunCoin issued prior to the PhunCoin Ecosystem will accrue to these older digital assets.

Response:
The Company has revised the “Prospectus Summary” section of the Registration Statement on page 1 to address the Staff’s
comment.

    3.
    While you indicate the specific launch date for the PhunCoin Ecosystem is difficult to determine at this time, you indicate a review (beta) period on a non-production digital asset is targeted to occur in the first half of 2019. Please provide more information as to what additional steps must be performed after the review/beta period has occurred and clarify the timeline of these steps. As part of your response, clarify whether you are nearing the end of your initial development cycle and launch of PhunCoin Ecosystem and whether you intend to issue PhunCoin to a broader set of investors and users as early as June 2019 or shortly thereafter.

Response:
The Company has revised the “Prospectus Summary” section of the Registration Statement on page 2 to address the Staff’s
comment. We respectfully advise the Staff that the timing of the launch of the PhunCoin Ecosystem is difficult to determine given
various factors, many of which are outside of our control, and we do not have more specific timing to provide beyond the disclosure
noted.

******

We thank the Staff for
its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Eric
Hsu, Esq. at ehsu@wsgr.com or by telephone at 650-849-3305.

    Very truly yours,

    /s/ Alan S. Knitowski

    cc:

        Barbara Jacobs, Assistant Director

        Alan S. Knitowski, CEO

        Scott Murano, Wilson Sonsini Goodrich & Rosati

        Eric Hsu, Wilson Sonsini Goodrich & Rosati

        Mitzi Chang, Goodwin Procter

        Mark Schonberger, Goodwin Procter

April 12, 2019
Alan Knitowski
Chief Executive Officer
Phunware, Inc.
7800 Shoal Creek Blvd, Suite 230-S
Austin, TX 78757
Re:Phunware, Inc.
Amendment No. 3 to Registration Statement on Form S-1
April 8, 2019
File No. 333-229524
Dear Mr. Knitowski:
            We have reviewed your amended registration statement and have the following
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.
Amendment No. 3 to Registration Statement on Form S-1
Prospectus Summary
PhunCoin, page 1
1.You reference that you are “currently targeting launching the review (beta) period on a
nonproduction digital asset (not an actual security token) in the first half of 2019.”  Please
clarify what you mean by non-production digital asset and an actual security token and
how they relate to the PhunCoin that would be issued to PhunCoin Rights holders.
2.You anticipate that PhunCoin Rights holders will be issued PhunCoin within one year
after the PhunCoin Rights were acquired, but the PhunCoin will have no usefulness and
you will not create or facilitate the creation of a secondary market for PhunCoin until the
PhunCoin Ecosystem is operational.  Please clarify the timing of the initial issuances of
PhunCoin, as they may be issued as early as June 2019, while the PhunCoin Ecosystem

 FirstName LastNameAlan  Knitowski
 Comapany NamePhunware, Inc.
 April 12, 2019 Page 2
 FirstName LastName
Alan  Knitowski
Phunware, Inc.
April 12, 2019
Page 2
will still be in its beta stage.  Clarify whether the PhunCoin issued under these PhunCoin
rights agreements will differ or be distinct from the PhunCoin that will be issued after the
PhunCoin Ecosystem has been established and how the utility functions of the PhunCoin
issued prior to the PhunCoin Ecosystem will accrue to these older digital assets.
3.While you indicate the specific launch date for the PhunCoin Ecosystem is difficult to
determine at this time, you indicate a review (beta) period on a non-production digital
asset is targeted to occur in the first half of 2019.  Please provide more information as to
what additional steps must be performed after the review/beta period has occurred and
clarify the timeline of these steps.  As part of your response, clarify whether you are
nearing the end of your initial development cycle and launch of PhunCoin Ecosystem and
whether you intend to issue PhunCoin to a broader set of investors and users as early as
June 2019 or shortly thereafter.
            You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Barbara C. Jacobs,
Assistant Director, at (202) 551-3735 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Eric Hsu, Esq.

CORRESP
1
filename1.htm

Phunware, Inc.

7800 Shoal Creek Boulevard #230 South

Austin, TX 78757

April 8, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Information Technologies and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Edwin Kim, Staff Attorney

    Re:
    Phunware, Inc.

Amendment No. 2 to Registration
Statement on Form S-1

Filed March 21, 2019

File No. 333-229524

Dear Mr. Kim:

This letter is submitted
on behalf of Phunware, Inc. (the “Company”, “we”, “us” or “our”)
in response to comments from the staff of the Division of Corporation Finance, Office of Information Technologies and Services
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated
April 4, 2019 (the “Comment Letter”) regarding the Company’s Amendment No. 2 to Registration Statement
on Form S-1, File No. 333-229524 (the “Registration Statement”). For ease of reference, the numbered paragraphs
below correspond to the numbered comments in the Comment Letter, with the Staff’s comments presented in bold font type. Capitalized
terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement. We have today
filed with the Commission Amendment No. 3 to the Registration Statement (“Amendment No. 3”), reflecting the
responses to the Staff’s comments.

Prospectus Summary, page 1

 1. In your response to prior comment 3, you indicate that your PhunCoin Ecosystem is currently
in development stage and PhunCoin will have no usefulness until the PhunCoin Ecosystem is operative. Please provide a more detailed
description of the current status of the PhunCoin Ecosystem and what steps you must perform for such system to be operative. Further,
please clarify what you mean by “PhunCoin will have no usefulness until the PhunCoin Ecosystem is operative.”

Response:
The Company has revised the “Prospectus Summary” section of the Registration Statement to expand the following disclosure
to address the Staff’s comment.

PHUNCOIN

PhunCoin is intended to be a digital
asset that entitles the holder to access the PhunCoin Ecosystem that we are building. The PhunCoin Ecosystem is intended to be
a rewards marketplace and data exchange whereby users receive PhunCoin in exchange for their information and PhunCoin can be redeemed
by users for goods and services. The PhunCoin Ecosystem is currently in the development stage and is intended to enhance and augment
our current mobile application platform, which enables businesses to engage, manage and monetize their interaction with consumers.
Our core business enables the rapid integration of mobile solutions, but PhunCoin is expected to further enhance that capability
by incentivizing customer and consumer engagement with these solutions.

We previously formed a wholly-owned
subsidiary, PhunCoin, Inc. that will be the issuer of PhunCoin. PhunCoin, Inc. is currently conducting two offerings to raise capital
through the issuance of rights to receive future PhunCoin (the “Rights”) to fund the development and creation of the
PhunCoin Ecosystem. On June 20, 2018, PhunCoin, Inc. commenced an offering of Rights under Rule 506(c) to raise up to $100 million
that has raised $1,020,000 as of April 4, 2019. In addition, on January 22, 2019, PhunCoin, Inc. commenced an offering of up to
$1,070,000 of Rights pursuant to Regulation CF that has received subscriptions of $140,000 as of April 4, 2019. PhunCoin, Inc.
has not yet closed on such subscriptions, which are revocable by investors until the initial closing occurs. Both offerings are
ongoing and are unrelated to the shares of our common stock that may be sold by selling security holders or the warrants that may
be exercised pursuant to this prospectus.

Holders of the Rights are entitled
to receive PhunCoin upon the successful launch of the PhunCoin Ecosystem (or as early as one year after they acquire the Rights,).
We currently anticipate that PhunCoin will be issued to the holders of the Rights within one year after the Rights are acquired,
although we expect that the PhunCoin Ecosystem will not be operational until after such one year period. However, PhunCoin will
have no usefulness until the PhunCoin Ecosystem is operative because PhunCoin is expected to only be useable on the Ecosystem and
any trading of PhunCoin would require the availability of a compliant exchange, which may not then exist. In this regard, we do
not currently intend to create, or facilitate the creation of, a secondary market for PhunCoin until the PhunCoin Ecosystem is
operational.

While we are actively developing
all aspects of the PhunCoin Ecosystem, there can be no assurance as to when (or if) we will be able to successfully launch the
PhunCoin Ecosystem. From a software development standpoint, we have completed initial implementation for the PhunCoin iOS and Android
application portfolio, digital asset management capabilities on the Stellar blockchain and initial integration with data enrichment
capabilities in the course of developing the PhunCoin Ecosystem. We are currently in the process of developing additional user
experience and data collection elements of the application portfolio, data exchange capabilities (audience and segment management,
transaction processing), as well as app developer partner related technology such as Software Development Kits (SDKs) and dashboards
related to the PhunCoin Ecosystem. In order for the PhunCoin Ecosystem to be operative, we still must develop and complete all
of the above in-progress systems, execute all functional testing, complete the minting of the digital asset on the Stellar blockchain,
implement related asset internal controls, complete a security audit, execute load and scale testing, submit all application portfolios
to the relevant app stores and complete a review (beta) period in which we gather user feedback and assess software readiness.
The final software readiness date of the PhunCoin Ecosystem may be adjusted based on user feedback provided in the review (beta)
period and thus a specific launch date is difficult to determine at this time. However, we are currently targeting launching the
review (beta) period on a non-production digital asset (not an actual security token) in the first half of 2019. In addition, the
PhunCoin Ecosystem will not be fully operational until we verify the availability of a compliant exchange to handle security tokens
and complete development on the PhunCoin mobile application that provides KYC/AML capabilities along with secure wallet functionality.
See “Risk Factors – Risks Related to Our Business Operations and Industry.” Depending upon the final (and future)
features of the PhunCoin Ecosystem, PhunCoin, Inc. will seek all required regulatory approvals to issue additional PhunCoins to
a wider audience.

      2

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

 2. Please clarify in the first bullet point on page 32 that the low public float for your common
stock after the merger is the result of nearly all non-affiliated public stockholders of Stellar Acquisition III Corp. electing
to redeem their SPAC common stock.

Response:
In response to the Staff’s comment, the “Risk Factor” section of the Registration Statement has been revised
to conform to the updated information below:

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.

Technology stocks have historically
experienced high levels of volatility. The trading price and volume of our common stock and warrants has fluctuated, and may continue
to fluctuate following this offering, substantially due to a variety of factors, including
those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our
operating performance. These fluctuations could cause you to lose all or part of your
investment in our common stock. Factors that could cause fluctuations in the trading price of our common stock and warrants include
the following:

 ● price
and volume fluctuations in the overall stock market from time to time;

 ● the
announcement of new products, solutions or technologies, investments, commercial relationships, acquisitions or other events by
us or our competitors;

 ● fluctuations
in the trading volume of our shares or the size of our public float, especially considering that we became a publicly-listed company
through the Business Combination with a special purpose acquisition company, and that the trading price of our common stock since
the consummation of the Business Combination has been very volatile on a relatively low public float for our trading volume;

 ● changes
in how customers perceive the benefits of our products and future offerings;

      3

 ● the
addition or departure of key personnel;

 ● the
public’s reaction to our press releases, other public announcements and filings with the SEC;

 ● sales
of large blocks of our common stock or warrants;

 ● developments
concerning intellectual property rights;

 ● changes
in legal, regulatory and enforcement frameworks impacting our products;

 ● variations
in our and our competitors’ results of operations;

 ● whether
our results of operations meet the expectations of securities analysts or investors;

 ● actual
or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;

 ● the
failure of securities analysts to publish research about us, or shortfalls in our results of operations compared to levels forecast
by securities analysts;

 ● actual
or perceived significant data breach involving our products or website;

 ● litigation
involving us, our industry or both;

 ● governmental
or regulatory actions or audits;

 ● general
economic conditions and trends;

 ● flash
crashes,” “freeze flashes” or other glitches that disrupt trading on the securities exchange on which we are
listed; and

 ● major
catastrophic events in our domestic and foreign markets.

In addition, if the market for
technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock
and/or warrants could decline for reasons unrelated to our business, results of operations or financial condition. The trading
price of our common stock and warrants might also decline in reaction to events that affect other companies in our industry even
if these events do not directly affect us. In the past, following periods of volatility in the trading price of a company’s
securities, securities class action litigation has often been brought against that company. If our stock price is volatile, we
may become the target of securities litigation. Securities litigation could result
in substantial costs and divert our management’s attention and resources from our business. This could have an adverse effect
on our business, results of operations and financial condition.

      4

From December 28, 2018, the date
our common stock began trading on Nasdaq, through April 4, 2019, the closing price of our common stock
has ranged from $5.52 per share to $308.40 per share on an average trading volume of 121,372, and the closing price of our warrants
has ranged from $0.22 per warrant to $2.20 per warrant on an average trading volume of approximately 267,000. From time to
time, we may have volatility in our stock or warrant prices for reasons that are unknown to us.

Specifically, while we cannot
state with certainty what circumstances and factors are causing volatility in our stock price, such volatility may be attributable
in part to the following factors:

 ● in connection with the consummation of the Business Combination,
holders of 1,813,487 shares of Stellar common stock sold in its initial public offering exercised their right to redeem such public
shares for cash, resulting in a reduction to 38,233 shares that were freely tradable from initial Stellar shareholders at the
consummation of the Business Combination along with 106,164 underwriter shares, which contributed to the low public float of our
common stock;

 ● the
public float was further restricted as a result of approximately 35,872,682 shares of common stock that are subject to a 180-day
lockup which expires on or about June 26, 2019, which limits the trading activity and restricts the supply of freely tradeable
shares on the public market;

 ● the
periodic trading of shares by existing holders of pre-merger shares of common stock, who are not subject to any lock-up, and therefore
are able to freely trade shares of common stock on the public market free of restriction;

 ● the
filing of this Registration Statement for the registration of additional shares of common stock, including those shares of common
stock underlying outstanding warrants, which signals that additional dilution may result in the event that such warrants are exercised
for the underlying shares;

 ● short-sales and trading by public investors who may be
either attempting to take advantage of the low public float or covering their short positions and, because of the low public float
to date, may have had to pay relatively high price for their shares to close out their positions;

 ● the
cashless exercises of up to 6,900,610 in public warrants for the underlying shares of common stock, which shares may be unrestricted
and available for trading immediately; and

 ● the
public market’s disproportionate focus on PhunCoin and other ancillary activities that are speculative in nature and separate
from our core operations.

As a result of the offering covered
by this Registration Statement, the number of shares of common stock that are in the public float may increase due to the number
of shares issued upon the exercise of outstanding warrants that would be in the hands of public stockholders who are not subject
to lock-ups and have registered shares. This may result in a larger public market for our shares, and may normalize the trading
price and reduce volatility in the stock price.

      5

The recent volatility of the price
of our stock may be attributable, in part, to the recent issuances of shares of common stock upon the cashless exercise of public
warrants, which become unrestricted upon the effectiveness of this Registration Statement. As of April 4, 2019, 2,455,020 unrestricted
shares of common stock have been issued and 506,721 unrestricted shares of common stock are scheduled to be issued, upon the cashless
exercise of public warrants, representing 95.3% of our public float.

******

We thank the Staff
for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,
Eric Hsu, Esq. at ehsu@wsgr.com or by telephone at 650-849-3305.

    Very truly yours,

    /s/ Alan S. Knitowski

    cc:

        Barbara Jacobs, Assistant Director

        Alan S. Knitowski, CEO

        Scott Murano, Wilson Sonsini Goodrich & Rosati

        Eric Hsu, Wilson Sonsini Goodrich & Rosati

        Mitzi Chang, Goodwin Procter

        Mark Schonberger, Goodwin Procter

6

April 4, 2019
Alan Knitkowski
Chief Executive Officer
Phunware, Inc.
7800 Shoal Creek Blvd, Suite 230-S
Austin, TX 78757
Re:Phunware, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 21, 2019
File No. 333-229524
Dear Mr. Knitkowski:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our March 5, 2019 letter.
Amendment No. 2 to the Registration Statement on Form S-1
Prospectus Summary, page 1
1.In your response to prior comment 3, you indicate that your PhunCoin Ecosystem is
currently in development stage and PhunCoin will have no usefulness until the PhunCoin
Ecosystem is operative.  Please provide a more detailed description of the current status of
the PhunCoin Ecosystem and what steps you must perform for such system to be
operative.  Further, please clarify what you mean by "PhunCoin will have no usefulness
until the PhunCoin Ecosystem is operative."
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

 FirstName LastNameAlan  Knitkowski
 Comapany NamePhunware, Inc.
 April 4, 2019 Page 2
 FirstName LastName
Alan  Knitkowski
Phunware, Inc.
April 4, 2019
Page 2
2.Please clarify in the first bullet point on page 32 that the low public float for your common
stock after the merger is the result of nearly all non-affiliated public stockholders of
Stellar Acquisition III Corp. electing to redeem their SPAC common stock.
            You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Barbara C. Jacobs,
Assistant Director, at (202) 551-3735 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Eric Hsu, Esq.

CORRESP
1
filename1.htm

Phunware, Inc.

7800 Shoal Creek Boulevard #230 South

Austin, TX 78757

March 19, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Information Technologies and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Edwin Kim, Attorney-Advisor

    Re:
    Phunware, Inc.

Registration Statement on
Form S-1

Filed February 5, 2019

File No. 333-229524

Dear Mr. Kim:

This letter is submitted
on behalf of Phunware, Inc. (the “Company”, “we”, “us” or “our”)
in response to comments from the staff of the Division of Corporation Finance, Office of Information Technologies and Services
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated
March 5, 2019 (the “Comment Letter”) regarding the Company’s Registration Statement on Form S-1, File
No. 333-229524 (the “Registration Statement”). For ease of reference, the numbered paragraphs below correspond
to the numbered comments in the Comment Letter, with the Staff’s comments presented in bold font type. Capitalized terms
used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement. We have today filed
with the Commission Amendment No. 1 to the Registration Statement (“Amendment No. 1”), reflecting the responses
to the Staff’s comments.

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 investor
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 Acquisition III Form S-4 registration statement declared effective on November 13, 2018. Please clarify in the summary
where this Rule 506(c) private offering is ongoing and provide an update to the amount raised.

Response:
The Company has revised the “Prospectus Summary” section of the Registration Statement to include the following disclosure
to address the Staff’s comment. In addition, the “Business” and “Risk Factor” sections of the Registration
Statement have been revised to conform to the updated information below.

PHUNCOIN

PhunCoin is intended to be a digital
asset that entitles the holder to access the PhunCoin Ecosystem that we are building. The PhunCoin Ecosystem is intended to be
a rewards marketplace and data exchange whereby users receive PhunCoin in exchange for their information and PhunCoin can be redeemed
by users for goods and services. The PhunCoin Ecosystem is currently in the development stage and is intended to enhance and augment
our current mobile application platform, which enables businesses to engage, manage and monetize their interaction with consumers.
Our core business enables the rapid integration of mobile solutions, but PhunCoin is expected to further enhance that capability
by incentivizing customer and consumer engagement with these solutions.

We previously formed a wholly-owned
subsidiary, PhunCoin, Inc. that will be the issuer of PhunCoin. PhunCoin, Inc. is currently conducting two offerings to raise capital
through the issuance of rights to receive future PhunCoin (the “Rights”) to fund the development and creation of the
PhunCoin Ecosystem . On June 20, 2018, PhunCoin, Inc. commenced an offering of Rights under Rule 506(c) to raise up to $100 million
that has raised $1,020,000 as of March 18, 2019. In addition, on January 22, 2019, PhunCoin, Inc. commenced an offering of up to
$1,070,000 of Rights pursuant to Regulation CF that has raised $134,000 as of March 18, 2019. Both offerings are ongoing and are
unrelated to the shares of our common stock that may be sold by selling security holders or the warrants that may be exercised
pursuant to this prospectus.

Holders of the Rights are entitled
to receive PhunCoin upon the successful launch of the PhunCoin Ecosystem (or as early as one year after they acquire the Rights).
We currently anticipate that PhunCoin will be issued to the holders of the Rights within one year after they acquired such Rights,
although the PhunCoin will have no usefulness until the PhunCoin Ecosystem is operative, which we expect will be after such one
year period.

While we are actively developing
all aspects of the PhunCoin Ecosystem, there can be no assurance as to when (or if) we will be able to successfully launch the
PhunCoin Ecosystem. See “Risk Factors – Risks Related to Our Business Operations and Industry.” Depending upon
the final (and future) features of the PhunCoin Ecosystem, PhunCoin, Inc. will seek, all required regulatory approvals to issue
additional PhunCoins to a wider audience.

 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:

“earlier of (i) the launch of PhunCoin, 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.

Response:
See response to Comment #1 above.

 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.

Response:
See response to Comment #1 above.

    2

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.

Response:
In response to the Staff’s comment, the Company advises the Staff that, while the Company cannot state with certainty what
circumstances and factors are causing volatility in its stock price, such volatility may be attributable in part to the following
factors:

 ● the
                                         low public float of the Company’s Common Stock (including as a result of approximately
                                         35,126,817 shares of Common Stock that are subject to a 180-day lockup which expires
                                         on or about June 26, 2019), which limits the trading activity and restricts the supply
                                         of freely tradeable shares on the public market;

 ● the
                                         periodic trading of shares by existing holders of pre-merger shares of Common Stock,
                                         who are not subject to any lock-up, and therefore are able to freely trade shares of
                                         Common Stock on the public market free of restriction;

 ● the
                                         filing of the Registration Statement for the registration of additional shares of Common
                                         Stock, including those shares of Common Stock underlying outstanding warrants, which
                                         signals that additional dilution may result in the event that such warrants are exercised
                                         for the underlying shares;

 ● short-sales
                                         and trading by public investors who may be either attempting to take advantage of the
                                         low public float or covering their short positions and, because of the low public float
                                         to data, may have had to pay relatively high price for their shares to close out their
                                         positions; and

 ● the
                                         public market’s disproportionate focus on PhunCoin and other ancillary activities
                                         that are speculative in nature and separate from the core operations of the Company.

The Company
contacted both a senior director at Nasdaq as well as its own auditors. Both of these parties were not aware of any reasons for
the volatility and believed that it was a result of the low float.

We anticipate
that as a result our public offering, the number of shares of Common Stock that are in the public float will increase due to the
number of shares issued upon the exercise of outstanding warrants that would be in the hands of public stockholders who are not
subject to lock-ups and have registered shares. This will result in a larger public market for the Company’s shares, normalizing
the trading price and reducing volatility in the stock price. We note that for the period beginning on the first day of trading
following the closing of the business combination, which was December 28, 2018, through February 14, 2019, the price of the common
stock ranged from $10.15 to $550.00, with an aggregate trading volume for that 33 trading day period of 309,000 shares. However,
for the period beginning February 15, 2019 through March 13, 2019, the price of the common stock ranged from $26.64 to $62.50,
with an aggregate trading volume for that 18 trading day period of 425,300 shares. The Company believes that this trend of the
stock price stabilizing is a result of increased market trading, and which trend the Company anticipates would continue as a result
of increased public float following effectiveness of the Registration Statement.

We thank the Staff
for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,
Eric Hsu, Esq. at ehsu@wsgr.com or by telephone at 650-849-3305.

    Very truly yours,

    /s/ Alan S. Knitowski

    Chief Executive Officer

    cc:

        Barbara Jacobs, Assistant Director

        Alan S. Knitowski, CEO

        Scott Murano, Wilson Sonsini Goodrich & Rosati

        Eric Hsu, Wilson Sonsini Goodrich & Rosati

        Mitzi Chang, Goodwin Procter

        Mark Schonberger, Goodwin Procter

3

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.

CORRESP
1
filename1.htm

Phunware, Inc.

c/o Wilson Sonsini Goodrich & Rosati,
P.C.

650 Page Mill Road

Palo Alto, CA 94304

November 13, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Office of Information Technologies and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Folake Ayoola, Special Counsel

Re:  Stellar
                                         Acquisition III Inc.

                                         Response Letter dated October 26, 2018 to Comment Letter from the Staff dated October
                                         25, 2018 re:

                                         Amendment No. 3 to Registration Statement on Form S-4

                                         Filed October 2, 2018

                                         File No. 333-224227

Dear Ms. Ayoola:

Phunware, Inc. (the
“Company”, “we”, “us” or “our”) hereby submits this
letter to supplement the response letter from Stellar Acquisition III Inc. (the “Registrant”) dated October
25, 2018 in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated October 24, 2018 (the “Comment Letter”) regarding Amendment No.
3 to Registrant’s Registration Statement on Form S-4 (the “Registration Statement”). Registrant has subsequently
filed with the Commission Amendment No. 4 to the Registration Statement (“Amendment No. 4”) and Amendment No.
5 to the Registration Statement (“Amendment No. 5”), reflecting a number of updating changes. A marked version
of the Registration Statement, in the form that will be filed with the Commission will also be transmitted by Registrant to the
Staff identifying all changes between Amendment No. 4 and Amendment No. 5 to the Registration Statement.

Comment:

General

Exhibit 10.22 (Form of Warrant
to Purchase Shares of Series F Preferred Stock and PhunCoin of Phunware, Inc.) to the registration statement provides that Phunware,
Inc., a reporting company and not PhunCoin the subsidiary, will issue the PhunCoin upon the initial coin offering of the PhunCoins
by Phunware. Throughout the registration statement, however, it is stated that PhunCoin, Inc., the wholly-owned subsidiary of Phunware,
will issue the PhunCoins to holders of Phunware’s Series F convertible preferred stock who received such shares pursuant
to the Warrant. Additionally, in your response letter dated August 14, 2018, you stated that PhunCoin, Inc. will issue the PhunCoins.
It therefore appears that the disclosure is inconsistent with the terms of the Warrant and that Phunware, rather than PhunCoin,
Inc., is the issuer of the PhunCoin at the time the Warrant was entered into. Please revise your disclosure to state that the Warrant
providing for the PhunCoin will be issued by Phunware and explain how PhunCoin, Inc. could assume the obligation to issue the PhunCoins
that were sold under the terms of the Warrant. In addition, please advise how the holders of the Series F convertible preferred
stock have been advised that the PhunCoins will be issued by PhunCoin, Inc. rather than Phunware.

      1

Response: We have informed the Registrant
that Phunware intends for its wholly-owned subsidiary, PhunCoin, Inc. (“PhunCoin Sub”) to be the issuer of
PhunCoin. Before PhunCoin Sub issues PhunCoin to the holders of the Series F Warrants (the “Series F Warrantholders”),
Phunware will obtain the requisite consents from Series F Warrantholders necessary to amend the Series F Warrants to provide for
the assignment by Phunware to PhunCoin Sub of all of Phunware’s obligations to issue PhunCoin pursuant to the Series F Warrants.
Pursuant to the amendment, PhunCoin Sub will fully and unconditionally assume all of Phunware’s obligations to issue PhunCoin
pursuant to the Series F Warrants.

Even though the Series F Warrants provide
that Series F Warrantholders representing a majority of the shares issuable upon exercise of any and all outstanding Series F Warrants
are able to amend the Series F Warrants, we plan to communicate with all Series F Warrantholders to seek their consent prior to
entering into any such amendment. Assuming approval, and following effectiveness of the amendment, Phunware will notify all Series
F Warrantholders that the amendment has been entered into and that its obligations to issue PhunCoin have been assigned to, and
assumed by, PhunCoin Sub. We will request the consent of all Series F Warrantholders to the amendment, and deliver subsequent notice
to all Series F Warrantholders of effectiveness of the amendment, by mail, facsimile transfer or electronic mail.

We thank the Staff
for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,
Michael Coke, Esq. at mcoke@wsgr.com.com or by telephone at (650) 565-3596, or counsel for the Registrant, Jeffrey W. Rubin, Esq.
at jrubin@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    /s/ Alan Knitowski

        Alan Knitowski

        Chief Executive Officer

    cc:

        Michael Coke, Esq.

        Wilson Sonsini Goodrich & Rosati, P.C.

        Jeffrey W. Rubin, Esq.

Ellenoff Grossman & Schole LLP

2

CORRESP
1
filename1.htm

STELLAR ACQUISITION III INC.

90 Kifissias Avenue

Maroussi Athens, Greece

November 13, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Folake Ayoola, Special Counsel

    Re:
    Stellar Acquisition III Inc.

    Registration Statement on Form S-4

    Filed April 11, 2018, as amended

    File No. 333-224227

Dear Ms. Ayoola:

Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, Stellar Acquisition III Inc. hereby requests acceleration of the effectiveness of the above
referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on November 13, 2018, or as soon as
thereafter practicable.

    Very truly yours,

    /s/ George Syllantavos

    George Syllantavos

    Co-Chief Executive Officer, Chief Financial Officer (Principal Financial and Accounting Officer

CORRESP
1
filename1.htm

Stellar
Acquisition III Inc.

c/o
Ellenoff Grossman & Schole LLP

1345
Avenue of the Americas

New
York, NY 10105

October
25, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

Office
of Information Technologies and Services

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Folake Ayoola, Special Counsel

 Re: Stellar
Acquisition III Inc.

Amendment
No. 3 to Registration Statement on Form S-4

Filed
October 2, 2018

File
No. 333-224227

Dear
Ms. Ayoola:

Stellar
Acquisition III Inc. (the “Company”, “we”, “us” or “our”)
hereby transmits its response to the letter from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated October 24, 2018 (the “Comment Letter”) regarding Amendment No.
3 to our Registration Statement on Form S-4 (the “Registration Statement”). We will shortly file with the Commission
Amendment No. 4 to the Registration Statement (“Amendment No. 4”), reflecting a number of updating changes.
A marked version of the Registration Statement, in the form that will be filed with the Commission will also be transmitted to
the Staff identifying all changes between Amendment No. 3 and Amendment No. 4 to the Registration Statement.

Comment:

General

Exhibit
10.22 (Form of Warrant to Purchase Shares of Series F Preferred Stock and PhunCoin of Phunware, Inc.) to the registration statement
provides that Phunware, Inc., a reporting company and not PhunCoin the subsidiary, will issue the PhunCoin upon the initial coin
offering of the PhunCoins by Phunware. Throughout the registration statement, however, it is stated that PhunCoin, Inc., the wholly-owned
subsidiary of Phunware, will issue the PhunCoins to holders of Phunware’s Series F convertible preferred stock who received
such shares pursuant to the Warrant. Additionally, in your response letter dated August 14, 2018, you stated that PhunCoin, Inc.
will issue the PhunCoins. It therefore appears that the disclosure is inconsistent with the terms of the Warrant and that Phunware,
rather than PhunCoin, Inc., is the issuer of the PhunCoin at the time the Warrant was entered into. Please revise your disclosure
to state that the Warrant providing for the PhunCoin will be issued by Phunware and explain how PhunCoin, Inc. could assume the
obligation to issue the PhunCoins that were sold under the terms of the Warrant. In addition, please advise how the holders of
the Series F convertible preferred stock have been advised that the PhunCoins will be issued by PhunCoin, Inc. rather than Phunware.

Response:
Phunware has advised the Company that Phunware’s wholly-owned subsidiary, PhunCoin, Inc., will be the issuer of PhunCoin.
Phunware intends to assign all of its obligations under the Series F Rights with respect to the issuance of PhunCoin to PhunCoin,
Inc. by means of an amendment to the Series F Warrant. Pursuant to the amendment, PhunCoin, Inc. will fully and unconditionally
assume the obligation to issue Exchange Tokens under the Series F Warrant. The holders of Series F Warrants will be promptly notified
of the amendment and assignment of the Series F Warrants following such time as holders of a majority of the shares issuable upon
exercise of all Series F Warrants have amended the Series F Warrants to provide for the assignment of such obligations.

In
addition to the foregoing, pursuant to the conference telephone call on October 24, 2018 among representatives of Stellar and
Phunware and the reviewing Accounting Branch Chief and Staff Accountant, Phunware hereby represents to the Staff (and Stellar
hereby represents that it believes such representation to be reasonable) that (i) the Rights that have heretofore been issued,
and the Rights that will be issued from the date hereof until the anticipated effective date of the Registration Statement, are
not and will not be material to the Registration Statement (including the financial statements included therein) or to any other
financial period or periods through the effective date (including, with respect to Phunware, financial statements covering the
period from July 1, 2018 until the effective date). Stellar and Phunware acknowledge that the Staff determined not to review further
the accounting treatment relating to such Rights at this time predicated on the foregoing representation. Phunware and Stellar
further advise the Staff that if, following the effective date of the Registration Statement, the amount of Rights sold or issued
becomes material, they expect to seek further guidance from the Staff relating to the accounting treatment of the Rights. As used
herein, the term “Rights” includes both rights to acquire PhunCoin pursuant to Phunware’s Rule 506(c) offering
and rights to acquire PhunCoin pursuant to warrants issued or to be issued to investors in series of Phunware’s Series F
convertible preferred stock offering, including any warrants or PhunCoin that may be issued by any subsidiary of Phunware.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Jeffrey W. Rubin, Esq. at jrubin@egsllp.com or by telephone at (212) 370-1300.

    Very
    truly yours,

    /s/
    George Syllantavos

    George
                                         Syllantavos

        Co-Chief
        Executive Officer

    cc:
    Jeffrey
    W. Rubin, Esq.

    Ellenoff
    Grossman & Schole LLP

Mail Stop 4561
October 24 , 2018

George Syllantavos
Co-Chief Executive Officer
Stellar Acquisition III Inc.
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105

Re: Stellar Acquisition III Inc.
Amendment No. 3 to Registration Statement on Form S -4
Filed October 2 , 2018
  File No. 333-224227

Dear Mr. Syllantavos :

We have reviewed your  amended  registration statement  and have the following comment .
In our comment , 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 comment applies  to your fac ts 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 our comment , we may have  additional comm ents.

General

1. Exhibit 10.22 (Form of Warrant to Purchase Shares of Series F Preferred Stock and
PhunCoin of Phunware, Inc.) to the registration statement provides that Phunware, Inc., a
reporting company and not PhunCoin the subsidiary, will issue the PhunCoin upon the
initial coin offering of the PhunCoins by Phunware.   Throughout the registration
statement, however, it is stated that PhunCoin, Inc., the wholly -owned subsidiary of
Phunware, will issue the PhunCoins to holders of Phunware’s Series F con vertible
preferred stock who received such shares pursuant to the Warrant.   Additionally, in your
response letter dated August 14, 2018, you stated  that PhunCoin, Inc. will issue the
PhunCoins.   It therefore appears that the disclosure is inconsistent with  the terms of the
Warrant and that Phunware, rather than PhunCoin , Inc., is the issuer of the PhunCoin at
the time the Warrant was entered into.   Please revise your disclosure to  state that  the

George Syllantavos
Stellar Acquisition III Inc.
October 24 , 2018
Page 2

 Warrant providing  for the PhunCoin will be issued by Phunware and explain  how
PhunCoin, Inc.  could assume the obligation to issue the PhunCoins that were sold under
the terms of the Warrant .  In addition, please advise how the holders of the Series F
convertible preferred stock have been advised that the PhunCoins wi ll be issued by
PhunCoin, Inc. rather than Phunware.

You may contact Melissa Kindelan, Staff Accountant, at (202) 551 -3564 or Kathleen
Collins, Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding comments
on the financial statements  and related matters.  Please contact Edwin Kim, Staff Attorney, at
(202) 551 -3297 or me at (202) 551 -3673 with any other questions.

Sincerely,

 /s/ Folake Ayoola

 Folake Ayoola
Special Counsel
Office of Information Technologies
and Services

cc: Jeffrey W. Rubin
Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

Stellar Acquisition III Inc.

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

October 9, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Office of Information Technologies and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Folake Ayoola, Special Counsel

 Re: Stellar Acquisition III Inc.

Amendment No. 2 to Registration Statement on Form
S-4

Filed August 15, 2018

File No. 333-224227

Dear Ms. Ayoola:

Stellar Acquisition
III Inc. (the “Company”, “we”, “us” or “our”) hereby
transmits its response to the letter from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated October 2, 2018 (the “Comment Letter”) regarding Amendment No.
2 to our Registration Statement on Form S-4 (the “Registration Statement”). For ease of reference, the numbered
paragraphs below correspond to the numbered comments in the Comment Letter, with the Staff’s comments presented in bold font
type. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement.

This letter supplements
our response letter and Amendment No. 3 to the Registration Statement previously filed on October 2, 2018.

Information About Phunware

PhunCoin, page 191

 1. We note your response to prior comments 13 and
14 of our letter dated July 19, 2018. We believe that the Phuncoin were sold when the investors purchased the Series F Phuncoin
Rights and the Rights and such Phuncoin, when issued, will be restricted securities. In this regard, the Phuncoin to be held by
these investors are not eligible to be registered for issuance and may only be registered for resale on behalf of the holders.
Please revise your disclosure as follows:

 ● Reflect that the Phuncoin has already been sold
to the investors of the Series F PhunCoin Rights and the Rights, that the Phuncoin are restricted as to transfer, and that any
resale by such holders must be made pursuant to an exemption from registration or pursuant to an effective resale registration
statement.

      1

 ● To the extent that the Phuncoin to be issued to
these investors may be included in a subsequent Regulation A offering as resales, discuss, if known at this point, any impact
that including such Phuncoins may have on the amount of capital that may be raised.

Response: Phunware has
advised the Company that it acknowledges the Staff’s comments, and accepts the Staff’s conclusion that the Phuncoin
were sold when the investors purchased the Series F Phuncoin Rights and the Rights and such Phuncoin, when issued, will be restricted
securities. That conclusion is consistent with the Token Rights Agreement and the offering documentation whereby investors were
advised that only the first $15 million of PhunCoin would be qualified as part of the potential Regulation A offering. Such amount
was set in recognition of the limitation in Regulation A on the amount of securities that may be qualified on behalf of “selling
securityholders”, which limits such securities to 30% of the amount offered.

Phunware will revise the Registration
Statement to include the Staff’s additional disclosures. See page 198 in the proposed revised page to the Registration Statement
that is attached to this letter as Appendix I and will be included in the next amendment of the Registration Statement.

Phunware respectfully notes that
the PhunCoin to be issued to the holders of the Series F PhunCoin Rights and the Rights will not have any material impact on the
amount of capital that may be raised by Phunware’s subsidiary, although as discussed previously, Phunware’s plans with
respect to future capital raising generally have not yet been formulated. This is due to the fact that (i) the Regulation A offering
was never contemplated to initially be a means to raise capital but rather, the PhunCoin are being qualified to permit their issuance
in exchange for data and services and (ii) Phunware expects to be able to access other sources of capital, which may include debt
financing and equity financing through additional private placements, future Regulation A offerings or otherwise.

We thank the Staff
for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,
Jeffrey W. Rubin, Esq. at jrubin@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    /s/ George Syllantavos

        George Syllantavos

        Co-Chief Executive Officer

    cc:
    Jeffrey W. Rubin, Esq.

Ellenoff Grossman & Schole LLP

Attachment – Appendix I

      2

Appendix I

Revisions to “PhunCoin”
subsection (Page 198) of “Information About PhunCoin”

PhunCoin

We have formed a wholly-owned subsidiary,
PhunCoin, Inc. (“PhunCoin Sub”) that will be the issuer of our PhunCoin. PhunCoin will be designed for use within
the PhunCoin Ecosystem, which is intended to be a rewards marketplace and data exchange whereby users receive PhunCoin in exchange
for their information and PhunCoin can be redeemed by users for goods and services. The PhunCoin Ecosystem is currently in the
development stage and is intended to enhance and augment our current mobile application platform, which enables businesses to engage,
manage and monetize the information collected by end users and our customers from our consumers.

We currently anticipate that our products
and technologies will be enhanced through the creation of the PhunCoin Ecosystem, and that users in the new PhunCoin Ecosystem
will fall into three basic categories:

 ● Manufacturers, consumer product companies, marketing
firms, brands and other sellers of goods and services. We generally refer to this group as our “customers.”

 ● Individuals that provide personally identifiable information
to us and our customers. We generally refer to this group as “consumers.”

 ● Application developers that will include the PhunCoin
software development kits into their applications and other software developers and engineers that will help create and maintain
the PhunCoin Ecosystem. We generally refer to this group as “developers.”

We anticipate that, when the PhunCoin Ecosystem
becomes operational, our customers will generally continue to pay us cash for use of our technology and our consumers and developers
generally will receive PhunCoin in exchange for providing services and information to us and our customers.

In accordance with
the Merger Agreement, PhunCoin Sub has commenced an offering to raise capital to fund the development and creation of the PhunCoin
Ecosystem through the issuance of rights to receive future PhunCoin (the “Rights”). These Rights will only be issued
to accredited investors pursuant to an offering under Rule 506(c) of Regulation D under the Securities Act of 1933, as amended
(the “Securities Act”) that complies with know-your-customer (“KYC”), anti-money-laundering (“AML”)
and accredited investor verification requirements.

Our current expectation is that the proceeds
from the Rule 506(c) offering of Rights is anticipated to be used solely to fund development of the PhunCoin Ecosystem, with any
additional amounts being used at the discretion of the Phunware or PhunCoin Sub. We currently estimate that the use of proceeds
from the Rule 506(c) offering of Rights are anticipated to be used as follows:

 ● 35% — Sales & Marketing

 ● 35% — Research & Development

 ● 20% — Ecosystem Development

 ● 10% — General & Administrative

      3

PhunCoin will be a digital asset built and
transacted on top of an existing blockchain technology. We do not intend to create our own blockchain technology. As a part of
research and development, we expect to evaluate several blockchain technologies to determine which of these providers meet the
design specifications we require to create the PhunCoin Ecosystem. We are currently evaluating the feasibility of potential solutions
such as Ethereum, Stellar, Cardano and EOS. For each blockchain technology, we expect to conduct technical evaluations, performance
evaluations, user testing, and other analyses in order to determine the best technology for the PhunCoin Ecosystem. In addition,
we will only launch on a blockchain technology that will enable us to comply with the registration and other requirements of the
federal and state securities laws and other applicable laws and regulations.

When the PhunCoin Ecosystem is operational
(i.e., the “Token Generation Event”), which we expect will be approximately one year after the Rule 506(c) offering
for Rights has closed, PhunCoin Sub intends to issue PhunCoin pursuant to an offering either registered or eligible for exemption
from registration under the Securities Act. However, there is no assurance that the offering of PhunCoin will be registered or
eligible for an exemption from registration under the Securities Act. PhunCoin will initially be issued to holders of the Rights
and also to holders of Phunware’s Series F Preferred Stock who were also issued warrants that entitle them to receive PhunCoin
if the Token Generation Event occurs. These PhunCoin will have the same terms, other than price, as the PhunCoin being issued to
holders of the Rights.

For securities law purposes, Phuncoin is
deemed to have already been sold to the holders of the Rights and the warrants with respect to the Series F Preferred Stock. This
means that, if and when issued, such Phuncoin will be restricted as to transfer and that any resale by such holders must be made
pursuant to an exemption from registration or pursuant to an effective resale registration statement. Phunware does not believe
that the Phuncoin issued to holders of the Rights and Series F Preferred Stock warrants will have any material impact on the amount
of capital PhunCoin Sub (or Phunware) may be able to raise for the purposes of creating and operating the PhunCoin Ecosystem or
other future capital needs. This is because PhunCoin Sub (i) does not currently contemplate using the proposed Phuncoin offering,
as described below, to raise capital (although it could determine to do that as well) but rather, to allow PhunCoin to be distributed
in exchange for data and services and (ii) Phunware and the PhunCoin Sub expect to be able to access other sources of capital,
which may include debt financings and equity financings through additional private placements, or other offerings (including the
current Rule 506(c) private placement which is offering up to $100 million of Rights).

As described in greater detail below, we
expect consumers to provide their personally identifiable information and data in exchange for PhunCoin, that has been registered
or eligible from an exemption from registration under the Securities Act. The PhunCoin Ecosystem will assist customers by better
informing brands through enriching data by consumers providing additional information to build a more complete consumer profile
and/or by consumers participating in marketing campaigns.

Once our proposed PhunCoin offering is either
registered with the SEC or eligible for an exemption from registration under the Securities Act, we expect to distribute PhunCoin
to developers in exchange for services, i.e. for the inclusion of the PhunCoin software development kit (i.e. SDK) into the developers’
applications and for the application usage data they provide to the PhunCoin Ecosystem. We also intend to distribute PhunCoin to
consumers in exchange for their agreements to provide certain benefits to us, including, but not be limited to, enriching their
data with additional information and participating in marketing campaigns that will assist us to deliver increased value to customers.

At this time, we have not taken any action
to list PhunCoin on a trading platform. We intend to list and allow trading of PhunCoin in the future, but only on those platforms
that comply with all applicable federal and state securities laws. Currently, no such trading platforms exist.

PhunCoin is intended to be a digital asset
that entitles the holder to access the PhunCoin Ecosystem that we are building and to use PhunCoin in exchange for goods and services
in the PhunCoin Ecosystem. Both PhunCoin and the PhunCoin Ecosystem are currently under development and, therefore, the specific
legal and economic rights have not been finalized. However, we do not expect that PhunCoin will have any governance, voting, dividend
or other rights with respect to either PhunCoin Sub or us, and that we expect that all holders of PhunCoin will have the same rights.

Our core business
is as a mobile application platform enabling our customers to utilize the platform to engage, manage and monetize their interaction
with consumers. Today, this takes the form of software modules such as location-based services, analytics, content management,
marketing automation, and other customer engagement

      4

October 2 , 2018

George Syllantavos
Co-Chief Executive Officer
Stellar Acquisition III Inc.
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105

Re: Stellar Acquisition III Inc.
Amendment No. 2 to Registration Statement on Form S -4
Filed August 15, 2018
  File No. 333-224227

Dear Mr. Syllantavos :

We have an additional comment related to your amended  registration statement  filed on
August 15, 2018  to supplement our prior letter issued on September 18, 2018 .  In our comment ,
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 comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.   Please be aware that we are still reviewing your amended registratio n statement filed
on October 2, 2018 and a separate comment letter may be forthcoming.

After reviewing further  amendment s to your registration statement and the information
you provide in response to these  comments, we may have  additional comments.

Information About Phunware

PhunCoin, page 191

1. We note your response to prior comments 13 and 14  of our letter dated July 19,
2018 .  We believe  that the Phuncoin were sold when the investors purchased the Series F
Phuncoin Rights and the Rights  and such Ph uncoin , when issued,  will be restricted
securities.   In this regard, the Phuncoin to be held by these investors are not eligible to be
registered for issuance and may  only be registered for resale on behalf of the
holders.   Please revise  your disclosure  as follows :

George Syllantavos
Stellar Acquisition III Inc.
October 2 , 2018
Page 2

  Reflect that the Phuncoin has already been sold to the investors of the Series F
PhunCoin Rights and the Rights, that the Phuncoin are restricted as to transfer,
and that any resale by such holders must be made pursuant to an exemption from
registration or pursuant to an effective resale registration statement.

 To the extent that the Phuncoin to be issued to these investors may be included in
a subsequent Regulation A offering as resales, discuss , if known at this point, any
impact that including such Phuncoins may have on the amount of capital that
may be raised.

You may contact Melissa Kindelan, Staff Accountant, at (202) 551 -3564 or Kathleen
Collins, Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at
(202) 551 -3297 or me at (202) 551 -3673 with any other questions.

Sincerely,

 /s/ Folake Ayoola

 Folake Ayoola
Special Counsel
Office of Information Technologies
and Services

cc: Jeffrey W. Rubin
Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

Stellar Acquisition III Inc.

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

October 2, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Office of Information Technologies and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Folake Ayoola, Special Counsel

 Re: Stellar Acquisition III Inc.

Amendment No. 2 to Registration Statement on Form
S-4

Filed August 15, 2018

File No. 333-224227

Dear Ms. Ayoola:

Stellar Acquisition
III Inc. (the “Company”, “we”, “us” or “our”) hereby
transmits its response to the letter from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated September 18, 2018 (the “Comment Letter”) regarding Amendment No.
2 to our Registration Statement on Form S-4 (the “Registration Statement”). For ease of reference, the numbered
paragraphs below correspond to the numbered comments in the Comment Letter, with the Staff’s comments presented in bold font
type. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Registration Statement.
We have today filed with the Commission Amendment No. 3 to the Registration Statement (“Amendment No. 3”), reflecting
a number of updating changes and, to the extent indicated below, our responses to the Staff’s comments. A marked version
of the Registration Statement, in the form filed with the Commission today, is being transmitted to the Staff identifying all changes
between Amendment No. 2 and Amendment No. 3 to the Registration Statement.

General

 1. We note your response to prior comment 11. Please revise your registration statement to disclose the material terms of both
the warrants and rights issued as part of your Series F Preferred Stock financing and the 506(c) offering that you provided in
your response letter. Additionally, on page F-75, you indicate that only the investors in the 5th and 6th round of your Series
F Preferred Stock financing received these warrants and rights. Please provide a description of the material terms of these transactions
and describe the investors of Series F Preferred Stock that received these warrants and rights. Finally, please file your PhunCoin,
Inc. TRA and Warrant to Purchase Shares of Series F Preferred Stock and PhunCoins as exhibits, or tell us why they are not material.

Response: Phunware has included additional disclosure
on page F-73 regarding the material terms of the Warrants for Series F Preferred Stock, page F-74 to include additional disclosure
related to the PhunCoin Warrant issued as part of the Series F Preferred Stock financing, and has further updated pages F-71 and
F-72 to include additional disclosure related to the 506(c) offering that was provided in the last response letter.

Securities and Exchange Commission

October 2, 2018

Page 2

With respect to the Staff’s comment on description
of the material terms of the transactions, Phunware has previously disclosed the aggregate shares issued, the per share cost, and
the aggregate proceeds received in cash and digital currencies. Phunware respectfully submits that the foregoing disclosures, taken
together with the additional disclosure noted above, now includes all the material terms of the Series F Preferred Stock financing.

With respect to the Staff’s comment regarding
the investors of Series F Preferred Stock financing, all of such investors, including those in the 5th and 6th
rounds, are accredited investors within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission
under the Securities Act.

Lastly, Phunware has authorized the Company to file
the PhunCoin, Inc. TRA and the Warrant to Purchase Shares of Series F Preferred Stock and PhunCoin, as Exhibit 10.22 and Exhibit
10.23, respectively.

Frequently Used Terms, page 1

 2. We note your response to prior comment 3 that neither the assets resulting from the sale of rights or pursuant to the Token
Generation Event nor related liabilities will be included in the determination of the merger consideration. Please revise the definition
of “merger consideration” to so clarify.

Response: As previously noted,
the parties have discussed the effect of the rights offering and the token generation event on the determination of the merger
consideration and expect that, if an amendment to the Merger Agreement is executed, the amendment will provide that, for computation
purposes, neither the assets resulting from the sale of rights or pursuant to the token generation event, nor the liabilities associated
therewith, will be included in the determination of the merger consideration. In response to the Staff’s comment, Stellar
has updated the definition of merger consideration based on the parties’ preliminary agreement thereupon. The parties have
not as yet, however, executed an amendment to the Merger Agreement, or agreed to the final terms thereof. We anticipate that, upon
such amendment, the definition of “merger consideration” will be revised to make the foregoing clarification. In addition,
the prospectus/proxy statement will be revised to refer to other material changes effected by the amendment, and the amendment
will be included in the Annexes to the proxy statement/prospectus.

Securities and Exchange Commission

October 2, 2018

Page 3

Risk Factors

The Successor’s certificate of incorporation will designate
a state or federal court located within .... page 63

 3. Please reconcile your disclosure that claims shall be brought in the Court of Chancery of the State of Delaware “or,
if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware” (emphasis
added) with Article VI, Section G of the Form of Certificate of Incorporation annexed as Exhibit A, or advise.

Response: The Company has updated its disclosure on
pages 65 and 66 of Amendment No. 3 to reflect the Staff’s comment.

Stellar and Phunware Unaudited Pro Forma Condensed Combined
Financial Statements

Pro forma Adjustments to the Unaudited Condensed Combined
Financial Statements, page 159

 4. Revise you disclosure in note (C)(7) to state that Stellar is the legal acquirer, not the accounting acquirer.

Response: The Company has updated its disclosure on
page 164 of the Registration Statement to address the Staff’s comment.

Information About Phunware

Overview, page 190

 5. Please clarify your revised disclosures where you refer to 2 billion Phunware IDs “each month across [y]our network”
and explain how this compares to the 1 billion of “monthly” active unique devices.

Response: Phunware has revised page 196 of Amendment
No. 3 to address the Staff’s comment

PhunCoin

 6. We are still reviewing your responses to prior comments 13 and 14 regarding your PhunCoin rights offering and prospective
PhunCoin offerings.

Response: The Company acknowledges the Staff’s
comment and will await further comments, if any, to Phunware’s earlier responses.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Overview, page 207

 7. We note your revised disclosures in response to prior comment 18. Please revise further to state as of which period the
1 million MAUDs was calculated and provide a comparable measure for each period in which financial statements are presented. Also,
your reference to database events and petabytes of information appears to be a cumulative measure. Therefore, please revise to
disclose such information for each period in which the financial statements are presented or tell us why you believe this information
is not necessary. Lastly, clarify why this information is valuable to data subscribers such that it drives your data subscription
services.

Response: Phunware has revised page 213 of Amendment
No. 3 to update its disclosure to remove specific figures around MAUD’s and Phunware ID’s. Phunware has further updated
its disclosure to clarify why this information is valuable to data subscribers.

Securities and Exchange Commission

October 2, 2018

Page 4

Results of Operations

Comparison of Three and Six Months Ended June 30, 2018
and 2017

 8. Please explain further to us the facts and circumstances that resulted in the release of $6.3 million from a revenue share
liability, which appears to be the main contributor to the increase in application transaction revenue to date in fiscal 2018.

Response: The Company has been advised by Phunware
that it had a revenue share agreement in place with its customer Fetch Media Group, Ltd. (“Fetch”), whereby a revenue
share based on revenue targets was to be paid to Fetch based on the amount of application transaction revenue business they conducted
with Phunware. This revenue share arrangement was recorded as a reduction of revenue (and an increase in accrued liabilities) each
period under the agreement. Phunware had a partner liability accrual of $6.3 million as of March 31, 2018 and December 31, 2017
related to its revenue share agreement with Fetch. In April 2018, Fetch signed an unconditional release agreement with Phunware
with respect to their accrued revenue share liability of approximately $6.3 million releasing Phunware from any further obligations.
Phunware evaluated ASC 405-20 in determining the timing and extinguishment of the accrued revenue share liability, and thus recorded
the extinguishment of the liability (and increase in revenue) in the second quarter of 2018.

Stellar Acquisition III Inc. and Subsidiary

Notes to Condensed Interim Consolidated Financial Statements

Note 4 — Related Party Transactions

Related Party Loans, page F-27

 9. Revise your disclosures with regards to the “Fifth Extension Notes” to indicate that the promissory note was
issued to Phunware on June 23, 2018 and not May 22, 2018. Also expand your disclosures, either here or in a subsequent events footnote,
to include a discussion of the notes issued on July 23, 2018.

Response: The Company has updated its disclosure on
page F-28 of Amendment No. 3 to reflect the Staff’s comment.

Securities and Exchange Commission

October 2, 2018

Page 5

Phunware, Inc.

Notes to Unaudited Condensed Financial Statements

Note 2. Summary of Significant Account Policies

Digital Currencies, page F-66

 10. We note your response to prior comment 19. As previously requested, please analyze for us whether your digital assets meet
the definition of an intangible asset and the consideration you gave to the application of that accounting to your current portfolio
of digital currencies. Also, cite the specific guidance you relied upon to measure such assets at fair value and explain why you
believe such guidance applies.

Response: Phunware has advised
us that it reassessed the classification of its cryptocurrency holdings and revised its financial statements to characterize such
holdings as indefinite lived intangible assets in accordance with ASC 350-30. Phunware will state the carrying amounts of any cryptocurrencies
it holds, or hereafter acquires, at historical cost less any impairment charges that may be needed to reduce the cryptocurrencies
to their estimated recoverable values. Phunware believes that a decline below cost in the quoted price on an active exchange is
currently the best indicator as to when it is more likely than not that a cryptocurrency is impaired.

Phunware acquired its digital
currency holdings during the six months ended June 30, 2018 at a historical cost basis of $1,268 (all amounts in thousands). During
the six months ended June 30, 2018, Phunware sold digital currency holdings with a historical cost of $165 for cash proceeds of
$175, which resulted in a realized gain of $10. Phunware reduced the carrying amount of these assets by $334 to a fair value of
$769 at June 30, 2018, then fully liquidated them for $738 by September 7, 2018. Accordingly, Phunware does not believe it is necessary
to revise, nor has it revised, any of the cryptocurrency amounts presented in its condensed consolidated financial statements for
the six months ended June 30, 2018. Nonetheless, Phunware has made the following revisions to certain financial statement line
item descriptions and footnote disclosures:

 ● The unrealized loss of $21 and $334 reported
in Phunware’s condensed consolidated statements of operations for the three and six months ended June 30, 2018 which was
originally described as unrealized losses on digital currencies, has been revised as an impairment charge of cryptocurrency holdings.

 ● The unrealized loss of $334 reported as
an adjustment to reconcile Phunware’s net loss to net cash used in operating activities in Phunware’s condensed consolidated
statement of cash flows for the six months ended June 30, 2018, which was originally described as a change in fair value of digital
currencies, has also been revised to an impairment charge in cryptocurrency holdings.

 ● Previous accounting policy footnote disclosure
with respect to Phunware’s digital currencies relating to fair value of financial instruments has been removed and replaced
by an updated accounting policy disclosure on page F-66 of Amendment No. 3 stating that digital currencies are being accounted
for as intangible assets in accordance with ASC 350-30 and will be tested for impairment annually and more frequently if events
or changes in circumstances indicate that it is more likely than not that the asset is impaired

Securities and Exchange Commission

October 2, 2018

Page 6

For further background, Phunware
considered other possible classifications of its cryptocurrencies within the existing GAAP framework. In evaluating whether Phunware’s
digital currency holdings meet the definition of cash, Phunware reviewed ASC 305 and the ASC Master Glossary, which states, “cash
includes not only currency on hand but demand deposits with bank or other financial institutions.” Although the Master Glossary
contains the term “currency,” it does not define the term “currency.” Phunware submits “currency”
would be accepted legal tender backed by a government. Accordingly, Phunware believes its digital currency holdings are not cash.
Phunware further evaluated whether its digital currency holdings meet the definition of cash equivalents. Again, referencing ASC
305 and the ASC Master Glossary, cash equivalents “are short-term, highly liquid investments that have both of the following
characteristics: (a) readily convertible to known amounts of cash, and (b) so near their maturity that they present insignificant
risk of changes in value because of changes in interest rates.” Phunware submits that neither of these characteristics is
met; therefore, its digital currency holdings are not cash equivalents. Further, Phunware reviewed the definition of financial
instruments per the ASC Master Glossary and also considered ASC 825. Phunware determined that its digital currency holdings do
not meet the definition of a financial instrument or financial asset per current GAAP, as cryptocurrencies do not represent a contractual
right to receive or exchange cash with another entity or a financial instrument on potentially favorable terms with another entity.
Lastly, Phunware reviewed the definition of inventory, noting that cryptocurrencies are not tangible by nature. Furthermore, in
evaluating the form and substance of Phunware’s digital currency holdings, Phunware is not a securities broker, and believes
its digital currency holdings should not be classified as inventory, as with commodity inventories for brokers. In the absence
of any accounting definition specifically for digital assets, Phunware initially believed that its intention to hold cryptocurrencies
as short-term investments that could be liquidated in an active market at quoted prices justified the use of fair value accounting
based principally on economic substance. Notwithstanding, Phunware acknowledges that cryptocurrencies lack physical substance,
have an indeterminate life and

September 18, 2018

George Syllantavos
Co-Chief Executive Officer
Stellar Acquisition III Inc.
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105

Re: Stellar Acquisition III Inc.
Amendment No. 2 to Registration Statement on Form S -4
Filed August 15, 2018
  File No. 333-224227

Dear Mr. Syllantavos :

We have reviewed your  amended  registration statement  and have the following
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.   Unless we note
otherwise, our references to prior comments are to comments in our July 19, 2018 letter .

General

1. We note your response to prior comment 11.  Please revise your registration statement to
disclose the material terms of  both the warrants and rights issued as part of your Series F
preferred stock financing and the 506(c) offering that you provided in your response
letter.  Additionally, on page F -75, you indicate that only the investors in the 5th and 6th
round of your Se ries F preferred stock financing received these warrants and rights.
Please provide a description of the material terms of these transactions and describe the
investors of Series F preferred stock that received these warrants and rights.  Finally,
please file your PhunCoin, Inc. Token Rights Agreement and Warrant to Purchase Shares
of Series F Preferred Stock and PhunCoins  as exhibits, or tell us why they are not
material.

George Syllantavos
Stellar Acquisition III Inc.
September 18 , 2018
Page 2

Frequently Used Terms, page 1

2. We note your response to prior comment 3 that neithe r the assets resulting from the sale
of rights or pursuant to the Token Generation Event nor related liabilities will be included
in the determination of the merger consideration.  Please revise the definition of “merger
consideration” to so clarify.

Risk Factors

The Successor’s certificate of incorporation will designate a state or federal court located within
…., page 63

3. Please reconcile your disclosure that claims shall be brought in the Court of Chancery of
the State of Delaware “ or, if the Court of  Chancery does not have jurisdiction, the federal
district court for the District of Delaware ” (emphasis added) with Article VI, Section G
of the Form of Certificate of Incorporation annexed as Exhibit A, or advise.

Stellar and Phunware Unaudited Pro Fo rma Condensed Combined Financial Statements

Pro forma Adjustments to the Unaudited Condensed Combined Financial Statements, page 159

4. Revise you disclosure in note (C)(7) to state that Stellar is the legal acquirer, not the
accounting acquirer.

Informat ion About Phunware

Overview, page 190

5. Please clarify your revised disclosures where you refer to 2 billion Phunware IDs “each
month across [y]our network” and explain how this compares to the 1 billion of
“monthly” active unique devices.

PhunCoin

6. We are still reviewing your responses to prior comments 13 and 14 regarding your
PhunCoin rights offering and prospective PhunCoin offerings.

George Syllantavos
Stellar Acquisition III Inc.
September 18 , 2018
Page 3

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 207

7. We note your revised disclosures in response to prior comment 18.  Please revise further
to state as of which period the 1 million MAUDs was calculated and provide a
comparable measure for each period in which financial statements are presented.  Also,
your reference to database events and petabytes of information appears to be a
cumulative measure.  Therefore, please revise to disclose such information for each
period in which the financial statements are presented or tell us why you believe this
informati on is not necessary.  Lastly, clarify why this information is valuable to data
subscribers such that it drives your data subscription services.

Results of Operations

Comparison of Three and Six Months Ended June 30, 2018 and 2017

8. Please explain further  to us the facts and circumstances that resulted in the release of $6.3
million from a revenue share liability, which appears to be the main contributor to the
increase in application transaction revenue to date in fiscal 2018.

Stellar Acquisition III I nc. and Subsidiary

Notes to Condensed Interim Consolidated Financial Statements

Note 4 – Related Party Transactions

Related Party Loans, page F -27

9. Revise your disclosures with regards to the “Fifth Extension Notes” to indicate that the
promissory note was issued to Phunware on June 23, 2018 and not May 22, 2018.  Also
expand your disclosures, either here or in a subsequent events footnote, to include  a
discussion of the notes issued on July 23, 2018.

Phunware, Inc.

Notes to Unaudited Condensed Financial Statements

Note 2.  Summary of Significant Account Policies

Digital Currencies, page F -66

10. We note your response to prior comment 19.  As previously requested, please analyze for
us whether your digital assets meet the definition of an intangible asset and the

George Syllantavos
Stellar Acquisition III Inc.
September 18 , 2018
Page 4

 consideration you gave to the application of that accounting to your current portfolio  of
digital currencies.  Also, cite the specific guidance you relied upon to measure such assets
at fair value and explain why you believe such guidance applies.

Note 9. PhunCoin, page F -75

11. Please describe the material rights and obligations of the warr ant to receive PhunCoin
issued with your preferred stock and the Right to PhunCoin sold in your 506(c) offering.
Also, please provide supporting accounting analysis with citation to authoritative
literature that identifies and supports the nature of the l iability you recognized (e.g.
derivative liability, financial liability, contract liability, other nonfinancial liability) and
the accounting literature that governs its measurement and recognition.  In your response,
clarify whether the material terms of the warrants issued with the preferred stock and/or
the Rights issued in the 506(c) offering entitle the holder to : share in the profits or
residual interests in Phunware or its subsidiaries; use PhunCoin to buy goods and services
of other users of the Phu nCoin EcoSystem; or use PhunCoin to buy the company’s good
and services.  Please also reconcile the different accounting you applied when the
warrants/rights to PhunCoin were sold as part of a bundle that included preferred stock as
compared to when it was  sold separately.

12. You state on page 191 that you intend to use the proceeds from the Rights Offering to
fund the development of the PhunCoin Ecosystem.  Please tell us whether the proceeds
from the Rights Offering are refundable if the Token Generation E vent is not
consummated.  If so, revise to clarify the terms under which such funds may be returned
to investors.

You may contact Melissa Kindelan, Staff Accountant, at (202) 551 -3564 or Kathleen
Collins, Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at
(202) 551 -3297 or me at (202) 551 -3673 with any other questions.

Sincerely,

 /s/ Barbara C. Jacobs for

 Folake Ayoola
Special Counsel
Office of I nformation Technologies
and Services

cc: Jeffrey W. Rubin
Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

Stellar
Acquisition III Inc.

c/o
Ellenoff Grossman & Schole LLP

1345
Avenue of the Americas

New
York, NY 10105

August
14, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

Office
of Information Technologies and Services

100
F Street, N.E.

Mail
Room 4561

Washington,
D.C. 20549

Attention:
Folake Ayoola, Special Counsel

 Re: Stellar
Acquisition III Inc.

Amendment
No. 1 to Registration Statement on Form S-4

Filed
June 11, 2018

File
No. 333-224227

Dear
Ms. Ayoola:

Stellar
Acquisition III Inc. (the “Company”, “we”, “us” or “our”)
hereby transmits its response to the letter from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated July 19, 2018 (the “Comment Letter”) regarding our Amendment No.
1 to our Registration Statement on Form S-4 (the “Registration Statement”) previously filed on June 11, 2018.
For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Comment Letter, with the Staff’s
comments presented in bold font type. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such
terms in the Registration Statement. We have today filed with the Commission Amendment No. 2 to the Registration Statement (“Amendment
No. 2”), reflecting a number of updating changes and, to the extent indicated below, our responses to the Staff’s
comments. A marked version of the Registration Statement, in the form filed with the Commission today, is being transmitted to
the Staff identifying all changes between Amendment No. 1 and Amendment No. 2 to the Registration Statement.

As
a preliminary observation, we note that certain of the Staff’s comments relate to disclosures in the Registration Statement,
while other comments relate to Phunware’s proposed future offering of PhunCoin and inquire into the specific securities
law compliance provisions applicable to such an offering. Although it is Stellar’s intent to include in the Registration
Statement all information material to its shareholders in connection with the proposed business combination and related transactions,
certain other information may not be immediately material to the investment and voting decisions to be made by its shareholders,
such as how Phunware may, in the future, determine to structure a PhunCoin offering. Because Stellar is a special purpose acquisition
company, it is required to have the Registration Statement declared effective within a relatively short period of time in order
to be able to distribute the final proxy statement/prospectus to its shareholders in connection with its special meeting of shareholders.
The failure of Stellar to consummate the business combination prior to the applicable deadline will require Stellar to liquidate.
Because the considerations relating to Phunware’s anticipated future PhunCoin offering are not so time constrained as the
shareholder vote, we believe it may be helpful to address in this letter the comments of the Staff specifically related to disclosures
in the Registration Statement. With respect to the Staff’s comments relating to Phunware’s future PhunCoin offering
that are not directly related to the Registration Statement, we are transmitting as a separate letter the response of Goodwin
Procter LLP, Phunware’s counsel in connection with the PhunCoin offering (referred to herein as the “Goodwin Letter”).
We hope that this bifurcation will assist the Staff in reviewing the Registration Statement while at the same time providing the
Staff and Phunware an opportunity to engage in a dialogue relating to matters outside the scope of the Registration Statement.
We believe this approach will best suit the interests of the shareholders of Stellar.

Securities and Exchange Commission

August 14, 2018

Page 2

General

 1. The
                                         current balance in your trust account does not meet the minimum cash asset level condition
                                         set forth in the Merger Agreement. Please disclose the current status of any additional
                                         financing or modifications to the Merger Agreement that will allow the business combination
                                         to proceed.

Response:

The
Company has revised the disclosure on page 8 of the Registration Statement to provide as follows:

Stellar
does not currently have sufficient cash, including funds in the Trust Account, to satisfy the $40 million minimum cash asset level
condition in the Merger Agreement required for the closing of the initial business combination. Unless Stellar is able to obtain
sufficient additional financing, or Phunware agrees to modify or waive the minimum cash asset level condition, Stellar will be
unable to satisfy the conditions to the closing of the initial business combination, and the initial business combination will
not occur. Stellar is currently seeking additional financing to permit it to meet the minimum cash asset level condition in the
Merger Agreement. In addition, it has had discussions with Phunware regarding a possible reduction of the minimum cash asset level
condition. Whether Phunware will agree to a reduction may depend upon the amount of additional financing, if any, that Stellar
is able to secure. At the date hereof, Stellar has not received any commitment for additional financing, and Phunware has not
agreed to any reduction of the minimum cash asset level condition. There can be no assurance that Stellar will be able to obtain
sufficient additional financing to satisfy the minimum cash asset level condition, that such financing will be available on acceptable
terms or that Phunware will agree to modify or waive such condition.

Securities and Exchange Commission

August 14, 2018

Page 3

Frequently
Used Terms, page 1

 2. Please
                                         define Token Generation Event and PhunCoin.

Response:

The
Frequently Used Terms section of the Registration Statement has been revised to include definitions of “PhunCoin”
and “Token Generation Event”.

Questions
and Answers for all Stellar Shareholders and Phunware Stockholders

Q:
What will Phunware’s stockholders receive in return for the acquisition of Phunware by Stellar?..., page 18

 3. We
                                         note your response to prior comment 7 and your revised disclosure that the parties are
                                         reviewing whether any amendment or waiver is required under the Merger Agreement to cure
                                         any ambiguity. To the extent the Merger Agreement is amended, please revise your disclosure
                                         to also summarize the amendment. Additionally, please clarify how you intend to determine
                                         that the token generation event or the launch of PhunCoin will not affect the merger
                                         consideration. For instance, please clarify whether you intend to segregate the funds
                                         received from the rights offering and token generation event. If you or Phunware are
                                         accepting digital assets with or in lieu of fiat currency, please tell us how you will
                                         assess your progress towards the $100 million requirement given the ongoing fluctuation
                                         in the digital asset valuations.

Response:

If
the Merger Agreement is amended, we will revise the disclosure to summarize the amendment. We will also include the
amendment as an annex to the proxy statement/prospectus. The parties have discussed the effect of the rights offering and the
token generation event (“Token Generation Event”) on the determination of the merger consideration and expect that, if
an amendment to the Merger Agreement is executed, it will provide that, for computation purposes, neither the assets
resulting from the sale of rights or pursuant to the Token Generation Event, nor the liabilities associated therewith, will
be included in the determination of the merger consideration. The parties have not discussed any segregation of funds or
similar arrangement. The valuation of digital assets (Bitcoin or Ethereum) received in the rights offering for PhunCoin will
be valued in the USD equivalent at the time at which the digital assets are received into PhunCoin Sub’s digital
wallet. The digital wallet and blockchain has the capabilities of viewing the USD equivalent at the time of transfer. To
illustrate, this would be similar to the investment by an investor who sent a foreign currency to Phunware's USD bank
account. The value will represent the number of PhunCoin rights based on the USD equivalent received by Phunware.

Please
note that there is no requirement for Phunware to raise $100 million in a Token Generation Event.  Section 5.20 of
the Merger Agreement only requires Phunware to use commercially reasonable efforts to consummate a Token Generation Event
with cash gross proceeds of at least $10 million and no more than $100 million.

Risk
Factors, page 40

 4. You
                                         state on page 190 that PhunCoin will be a digital asset built and transacted on top of
                                         an existing blockchain technology, which you do not intend to create. Please provide
                                         a risk factor regarding your reliance on another blockchain network. For example, disclose
                                         the risks and consequences to the company if such network ceases to function, slows down
                                         in functionality, or the possible impact of any fork on PhunCoin.

Response:

The
Company has revised the disclosure on page 76 of the Registration Statement to include a risk factor with respect to PhunCoin’s
reliance on another blockchain network.

Securities and Exchange Commission

August 14, 2018

Page 4

 5. If
                                         Regulation A is available to you in connection with the distribution of PhunCoin to consumers
                                         in exchange for their agreements to provide certain benefits to the company, including,
                                         but not be limited to, enriching their personal data with additional information and
                                         participating in marketing campaigns that will assist you to deliver increased value
                                         to customers, please consider providing risk factors related to your business model,
                                         such as risks of privacy data breach and cybersecurity attacks. Please advise how you
                                         will value such data for purposes of calculating the ability to use Regulation A for
                                         that distribution. Alternatively, consider revising your disclosure to make clear that
                                         you intend to distribute PhunCoin pursuant to an offering either registered or eligible
                                         for an exemption from registration under the Securities Act.

Response:

The
Company has revised the disclosure on page 76 of the Registration Statement to include a risk factor with respect to risks of
privacy data breach and cybersecurity attack.

With
respect to the Staff’s comment regarding valuation of data with respect to PhunCoin, please see the Goodwin Letter.

Stellar
Proposal 1: The Redomestication Proposal

Comparison
of Shareholder Rights Before and After the Redomestication, page 110

 6. We
                                         note your response to prior comment 13. Please clarify whether a derivative lawsuit under
                                         the Delaware law, but alleging violations of the Securities Exchange Act of 1934, would
                                         be restricted to Delaware Chancery Court, or whether such claims may be heard in either
                                         Delaware Chancery Court or federal district courts

Response:

Once
a stockholder has established the right to bring a derivative action on behalf of a corporation under Delaware law, we understand
that derivative claims against third parties, including claims alleging violations of the Securities Exchange Act of 1934, may
be brought in any court having jurisdiction over the matter. However, this view may not reflect settled law, and we would hesitate
to express a view in the Registration Statement. We note that the interplay between the federal securities laws and state laws
is complex and may depend on the nature of the pleadings and the specifics of the matters being considered by the courts. See,
for example, the recent Supreme Court decision in Cyan, Inc. v. Beaver County Employees Retirement Fund (Sup. Ct., March
20, 2018), which related to the Securities Act.

Securities and Exchange Commission

August 14, 2018

Page 5

Stellar
Proposal 2: The Stellar Business Combination Proposal

Background
of the Business Combination, page 117

 7. We
                                         note your response to prior comment 15. Please expand your discussion to provide substantive
                                         details of the negotiations between the management and advisors of Stellar and Phunware,
                                         including whether either party initially offered a differing amount of merger consideration
                                         as well as when material aspects of the merger agreement, such as the proposed token-generating
                                         event and minimum $40 million cash and cash equivalent balance for Stellar, were negotiated.

Response:

The
Company has added additional disclosure to pages 118-121 of the Registration Statement.

Projections,
page 118

 8. We
                                         note your response to prior comment 15 regarding Phunware’s non-GAAP revenue projections
                                         through 2020. Please provide more detail with respect to how these projections were determined,
                                         as they represent significant growth factors of 126% in 2018, 39% in 2019, and 38% in
                                         2020. Additionally, please clarify the assumptions, trends, business developments and
                                         actual experience that led Phunware’s management to support the projected growth
                                         factors disclosed. Further, please clarify in your prospectus, as noted in your response
                                         letter, that the Phunware revenue projections were presented on a consistent basis with
                                         Phunware’s historical GAAP revenue or disclose any material differences.

Response:

Phunware
has updated the disclosure on page 122 of the Registration Statement to reflect the Staff’s comment.

Satisfaction
of 80% Test, page 120

 9. Your
                                         responses to prior comments 17 and 20 indicate that your board’s evaluation of
                                         the fairness of the $301 million merger consideration was based, in part, on a 15-50%
                                         blockchain technology premium based on your “internal analysis.” Please describe
                                         this “internal analysis,” including how you derived the 15-50% premium range
                                         as well as the determination to apply the 15% value to Phunware.

Response:

The
Company has added additional disclosure to pages 122-123 of the Registration Statement.

Securities an

CORRESP
1
filename1.htm

Goodwin Procter LLP

August 14, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Office of Information Technologies and
Services

100 F Street, N.E.

Mail Room 4561

Washington, D.C. 20549

Attention: Folake Ayoola, Special Counsel

 Re: Stellar Acquisition III Inc.

Amendment No. 1 to Registration
Statement on Form S-4

Filed June 11, 2018

File No. 333-224227

Dear Ms. Ayoola:

This letter supplements
the response of Stellar Acquisition III Inc. (“Stellar”) in connection with the letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated July 19, 2018 (the “Comment Letter”)
regarding Stellar’s Amendment No. 1 to its Registration Statement on Form S-4 (the “Registration Statement”)
previously filed on June 11, 2018. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms
in the Registration Statement.

We refer to
Stellar’s response letter to the Comment Letter (the “Stellar Response”), which is being submitted
concurrently herewith. We are acting as special counsel to Phunware, Inc. (“Phunware”) in connection with
the potential PhunCoin offering noted in the Registration Statement. The responses provided are based upon information provided to
Goodwin Procter LLP by Phunware.

For ease of reference,
the numbered paragraphs below correspond to the numbered comments in the Comment Letter. The portions of the Staff’s comments
below that are part of the Stellar Response are in regular font and the portions of the comments that are being addressed in this
letter are in bold font and underlined.

Risk Factors, page 40

 5. If Regulation A is available to you in connection with the distribution of PhunCoin to consumers
in exchange for their agreements to provide certain benefits to the company, including, but not be limited to, enriching their
personal data with additional information and participating in marketing campaigns that will assist you to deliver increased value
to customers, please consider providing risk factors related to your business model, such as risks of privacy data breach and cybersecurity
attacks. Please advise how you will value such data for purposes of calculating the ability to use Regulation A for that
distribution. Alternatively, consider revising your disclosure to make clear that you intend to distribute PhunCoin pursuant to
an offering either registered or eligible for an exemption from registration under the Securities Act.

Securities and Exchange Commission

August 14, 2018

Page 2

Response to Comment
No. 5

With respect to the Staff’s
comment regarding valuation of the data Phunware will receive in exchange for PhunCoin, Phunware expects that the value of each
PhunCoin to be issued pursuant to Regulation A or any other offering registered or eligible for an exemption from registration
under the Securities Act by PhunCoin Sub, the wholly owned subsidiary of Phunware, will be fixed. Specifically, the Rights Agreement
and PPM disclosed that the initial offering price of the PhunCoin is expected to be $0.008/PhunCoin. Based on the foregoing, the
maximum number of PhunCoin that could be issued in the initial 12 month period under Regulation A would be 6,250,000,000. PhunCoin
intends to create a “menu” of values for each item (or group) of data, each service and any other items for which PhunCoin
may be earned (each, collectively, a “Reward Opportunity”), by having a number of PhunCoin associated with such Reward
Opportunity. The value (i.e. number of PhunCoin) given to each Reward Opportunity will determine the number of PhunCoin to be distributed
with respect to such Reward Opportunity. To the extent the PhunCoin issuable for Reward Opportunities exceeds the maximum amount
allowed under Regulation A, PhunCoin Sub would be required to either qualify additional PhunCoin under Regulation A or seek another
exemption or registration in order to continue issuing PhunCoin in connection with future Reward Opportunities.

Information About Phunware

PhunCoin, page 189

 10. On page 190, you state that you intend to distribute PhunCoin in an offering qualified under
Regulation A. It is not clear to us how you can rely on the Regulation A exemption when you have already offered or sold the rights,
warrants and possibly the PhunCoin under another exemption from registration.

In reviewing your disclosures,
it appears to us that you or Phunware are engaged in two or three offerings in addition to the merger that is the subject of this
registration statement. In this regard, it appears that Phunware has privately offered warrants to purchase Series F preferred
stock and a future right to receive PhunCoin. In addition, it appears that you, or Phunware, have issued in a 506(c) offering rights
to receive PhunCoin. In order for us to better understand your ongoing offerings, please provide us with supplemental copies of
your agreement(s) with the holders of the warrants and rights, such as documents relating to the Series F preferred stock financing
(warrants and rights) and the 506(c) rights offering.

Response to Comment
No. 10

As noted in the response to Comment
No. 10 in the Stellar Response, Phunware completed a Series F preferred stock financing (the “Series F Financing”),
which was conducted pursuant to Regulation D Rule 506(b) and thereafter commenced a Regulation D Rule 506 (c) rights offering (the
“Rights Offering”). We further note for the Staff, the Series F Financing was a separate securities offering
occurring prior to the commencement of the Rights Offering. The Rights Offering is expected to be completed prior to the qualification
of the Regulation A offering, if any.

Securities and Exchange Commission

August 14, 2018

Page 3

With respect to the Regulation
A comment, should the Regulation A offering occur, Phunware and PhunCoin Sub expect to rely on Rule 251(c) of Regulation A and
SEC guidance in its Release with respect to the final Regulation A rules, which provide that offerings made pursuant to Regulation
A will not be integrated with “prior offers or sales of securities”.

An issuer may conduct concurrent
Rule 506(c) and Regulation A offerings so long as “each offering complies with the requirements of the exemption that is
being relied upon for the particular offering” including advertisements and marketing with respect to Regulation A offerings
that include the required legends under Rule 255 of Regulation A. We note that the Regulation A legends were included in the Token
Rights Agreement (the “Rights Agreement”)1 and the private
placement memorandum (“PPM”) with respect to the Rights Offering. In this regard, we reviewed Amendments for
Small and Additional Issues Exemptions under the Securities Act, Release Nos. 33-9741; 34-74578; 39-2501; File No. S7-11-13 (March
25, 2015) (expressing that the final rules are also reaffirming the integration guidance provided in the Proposing Release, which
is consistent with guidance by the Commission in its 2007 rule proposal on Regulation D.)2

 13. Please clarify whether there are any registration rights agreements related to the PhunCoin underlying
the rights for PhunCoin for either your Series F preferred stock financing or the rights to be sold in the proposed Rule 506(c)
private offering. Please tell us what exemption from registration the issuer of PhunCoin will be eligible to rely upon for
the issuance of the PhunCoin pursuant to the rights agreements and the Series F Preferred Stock.

Response to Comment
No. 13

With respect to the exemptions
upon which the issuer of the PhunCoin will be eligible to rely, Phunware respectfully submits that there are a number of ways in
which the issuance of the PhunCoins in exchange for the right to a future issuance of PhunCoin (“Series F PhunCoin Rights”)
under the Series F convertible preferred warrants (“Series F Warrants”) and the right to a future issuance of
PhunCoin pursuant to the Rights Agreement (the “Rights”) can be analyzed, each of which Phunware believes (i)
allows for a permitted issuance of the PhunCoin under the federal securities laws and (ii) would have different implications for
a potential Regulation A offering.

1
The Rights Agreement and PPM contain disclosure that certain holders of Rights may be entitled to receive “qualified”
PhunCoin should PhunCoin Sub undertake a Regulation A offering of PhunCoin. Although Phunware does not believe that it was “testing
the waters” in connection with such disclosure, out of an excess of caution it included the required legends in case it were
determined otherwise.

2
https://www.sec.gov/rules/final/2015/33-9741.pdf

Securities and Exchange Commission

August 14, 2018

Page 4

Analysis assuming there
was a Primary Issuance of PhunCoin in connection with Rights Offering/Series F Warrants. Assuming the issuance of the Series
F PhunCoin Rights and the Rights were also a primary issuance of the PhunCoin pursuant thereto (the “Exchange Tokens”),
then Phunware believes there is “no sale” upon the issuance of Exchange Tokens and no exemption from registration is
required because all such securities (including the Exchange Tokens) were issued in compliance with Regulation D. The impact on
the Regulation A offering (should PhunCoin Sub seek a Regulation A offering in the future for PhunCoin) is that the Exchange Tokens
included in the Regulation A offering would represent resale securities and must be limited to 30% of the total securities being
qualified under Regulation A.

Analysis assuming exemption/registration
is required with respect to the issuance of PhunCoin in connection with Rights Offering/Series F Warrants. If, however,
an exemption or registration is required in connection with the issuance of the Exchange Tokens, then we respectfully submit that
the initial issuance of the Series F PhunCoin Rights and the Rights did not also include the simultaneous primary issuance of Exchange
Tokens. In such event, Phunware believes that there are a number of exemptions and qualification avenues available with respect
to the issuance of Exchange Tokens that would comply with federal securities laws. The impact on the Regulation A offering (should
PhunCoin Sub seek a Regulation A offering in the future for PhunCoin) is that the Exchange Tokens included in the Regulation A
offering could either be primary or resale securities depending on the exemption or issuance process noted below.

 ● Section 3(a)(9) of the Securities
Act

Analysis. Phunware believes
Section 3(a)(9) of the Securities Act would be available for purposes of an exchange of the Series F PhunCoin Rights pursuant to
the Series F Warrant for Exchange Tokens. Pursuant to an amendment to the Series F Warrant as discussed in the Stellar Response,
PhunCoin Sub will be fully and unconditionally assuming the obligation to issue Exchange Tokens under the Series F Warrant, and
as such, Phunware believes that PhunCoin Sub would be able to qualify the issuance of Exchange Tokens under Section 3(a)(9). See,
e.g., SEC Division of Corporation Finance, Compliance and Disclosure Interpretations, Securities Act Sections (Question 125.02)(Nov.
26, 2008). Phunware also believes that Section 3(a)(9) would be available for the issuance of Exchange Tokens pursuant to the Rights.
The issuance of the Exchange Tokens are (i) from the same issuer (or a successor issuer for purposes of the Series F Warrant),
(ii) there is no additional consideration required from Series F PhunCoin Rights or Rights holders to receive the Exchange Tokens,
(iii) the Exchange Tokens will only be issued to existing holders of Series F PhunCoin Rights and the Rights and (iv) no commission
or compensation will be paid for the issuance of Exchange Tokens. The Exchange Tokens would keep the status of the Series F PhunCoin
Rights and the Rights as “restricted” securities and holders would, pursuant to Rule 144(d)(3)(ii), be able to “tack”
onto the holding period of such original securities.

Regulation A Impact.
The impact on the Regulation A offering (should PhunCoin Sub seek a Regulation A offering in the future for PhunCoin) is that the
Exchange Tokens included in the Regulation A offering represent resale securities and must be limited to 30% of the total securities
being qualified under Regulation A.

 ● Regulation D, Rule 506(c)

Analysis. Should the
Staff disagree that Section 3(a)(9) is available, Phunware believes that Regulation D, Rule 506(c) would be available for the issuance
of Exchange Tokens. Such Exchange Tokens would be “restricted” securities and PhunCoin Sub would issue the Exchange
Tokens subject to accredited investor verification.

Regulation A Impact.
The impact on the Regulation A offering (should PhunCoin Sub seek a Regulation A offering in the future for PhunCoin) is that the
Exchange Tokens included in the Regulation A offering represent resale securities and must be limited to 30% of the total securities
being qualified under Regulation A.

Securities and Exchange Commission

August 14, 2018

Page 5

 ● Primary Issuance of Newly Qualified
Exchange Tokens/PhunCoin

Analysis. Continuing
with the assumption that the issuance of the Exchange Tokens is a separate issuance of securities from the Series F PhunCoin Rights
and the Rights, Phunware believes that PhunCoin Sub may instead issue “qualified” Exchange Tokens as a primary issuance
by including in the Regulation A offering, “primary” PhunCoin that will be used as the Exchange Tokens, such that no
exemptive relief is required in connection with the issuance of the Exchange Tokens..

Regulation A Impact.
The impact on the Regulation A offering (should PhunCoin Sub seek a Regulation A offering in the future for PhunCoin) is that the
Exchange Tokens included in the Regulation A offering would represent primary issuance securities.

Should PhunCoin Sub seek a Regulation
A offering, it intends to do so approximately one year after the Rule 506(c) offering for the Rights has closed. However, if PhunCoin
Sub is unable to rely on Regulation A for its primary issuance of PhunCoin to users and either a primary or secondary resale of
Exchange Tokens by the current holders of the Series F PhunCoin Rights and the Rights, PhunCoin Sub may choose to register its
PhunCoin pursuant to an S-1 filing or limit its offering (and, therefore, the size of its PhunCoin ecosystem) in reliance on other
exemptions to registration under the Securities Act, including Regulation D.

 14. Please expand your description of the Regulation A offering that you plan to commence approximately
one year after the Rule 506(c) private rights offering has closed and explain what transactions are being registered. In
this regard, please clarify whether the Regulation A offering is solely for additional primary issuances unrelated to the rights
underlying the Series F preferred stock financing and the rights to be sold in the proposed Rule 506(c) private offering. If you
intend on registering the PhunCoin underlying the rights being offered and sold in the private offering in reliance on Rule 506(c),
please explain, supplementally, your basis for qualifying securities that are subject to an ongoing offering pursuant to the rights
or that, depending on the structure of the rights, may already have been sold in such private offering. Please also explain why
you believe that a subsequent PhunCoin offering would be eligible under Regulation A given that the exemption is not available
to existing reporting companies.

Response to Comment No. 14

With respect to the Staff’s
comments regarding primary versus secondary issuances, please see our response to Comment 13.

The Regulation A offering is
expected to be conducted by PhunCoin Sub, a non-reporting subsidiary of Phunware, and therefore, an eligible issuer under Regulation
A. While we do not anticipate that Phunware would conduct a Regulation A offering, pursuant to the Economic Growth, Regulatory
Relief and Consumer

Mail Room 4561
July 19, 2018

George Syllantavos
Co-Chief Executive Officer
Stellar Acquisition III Inc.
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105

Re: Stellar Acquisition III Inc.
Amendment No. 1 to Registration Statement on Form S -4
Filed June 11, 2018
  File No. 333-224227

Dear Mr. Syllantavos :

We have reviewed your  amended  registration statement  and have the following
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 comm ents 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.   Unless we note
otherwise, our references to prior comments are to comments in our May 14, 2018 letter.

General

1. The current balance in your trust account does not meet the minimum cash asset level
condition set forth in the  Merger Agreement.  Please disclose the current status of any
additional financing or modifications to the Merger Agreement that will allow the
business combination to proceed.

Frequently Used Terms, page 1

2. Please define Token Generation Event and Phun Coin.

George Syllantavos
Stellar Acquisition III Inc.
July 19, 2018
Page 2

 Questions and Answers for all Stellar Shareholders and Phunware Stockholders

Q: What will Phunware’s stockholders receive in return for the acquisition of  Phunware by
Stellar?...,  page 18

3. We note your response to prior comment 7 and your revised d isclosure that the parties are
reviewing whether any amendment or waiver is required under the Merger Agreement to
cure any ambiguity.  To the extent the Merger Agreement is amended, please revise your
disclosure to also summarize the amendment.  Additiona lly, please clarify how you
intend to determine that the token generation event or the launch of PhunCoin will not
affect the merger consideration.  For instance, please clarify whether you intend to
segregate the funds received from the rights offering an d token generation event.   If you
or Phunware are accepting digital assets with or in lieu of fiat currency , please tell us how
you will assess your progress towards the $100 million requirement given the ongoing
fluctuation in the digital asset valuations .

Risk Factors, page 40

4. You state on page 190 that PhunCoin will be a digital asset built and transacted on top of
an existing blockchain technology, which you do not intend to create.  Please provide a
risk factor regarding your reliance on another blockchain network.  For example, disclose
the risks and consequences to the company if such network ceases to function, slows
down in functionality, or  the possible impact  of any fork on PhunCoin .

5. If Re gulation A is available to you in connection with th e distribution of  PhunCoin  to
consumers in exchange for their agreements to provide certain benefits to the company,
including, but not be limited to, enriching their personal data with additional information
and participating in marketing campaigns that w ill assist you to deliver increased value to
customers , please consider providing  risk factors related t o your business model, such as
risks of privacy data breach and cybersecurity attacks.   Please advise how you will value
such data for purposes of calcu lating the ability to use Reg ulation  A for that distribution .
Alternatively, consider revising your disclosure to make clear that you intend to distribute
PhunCoin pursuant to an offering either registered or eligible for an exemption from
registration un der the Securities Act.

Stellar Proposal 1: The Redomestication Proposal

Comparison of Shareholder Rights Before and After the Redomestication, page 110

6. We note your response to prior comment 13.  Please clarify whether a derivative lawsuit
under the Delaware law, but alleging violations of the Securities Exchange Act of 1934 ,
would be restricted to Delaware Chancery Court, or whether such claims may be heard in
either Delaware Chancery Court or federal district courts.

George Syllantavos
Stellar Acquisition III Inc.
July 19, 2018
Page 3

 Stellar Proposal 2: The Stellar Business Combination Proposal

Background of the Business Combination, page 117

7. We note your response to prior comment 15.  Please expand your discussion to provide
substantive details of the negotiations between the management and advisors of Stellar
and Phunware, including whether either party initially offered a differing amount of
merger consideration as well as when material aspects of the merger agreement, such as
the proposed token -generating event and minimum $40 million cash and cash equivalent
balance for Stellar, were negotiated.

Projections, page 118

8. We note your response to prior comment 15 regarding Phunware’s non -GAAP revenue
projections through 2020.  Please provide more detail with respect to how these
projections were determined, as th ey represent significant growth factors of 126% in
2018, 39% in 2019, and 38% in 2020.  Additionally, please clarify the assumptions,
trends, business developments and actual experience that led Phunware’s management to
support the projected growth factors  disclosed.  Further, please clarify in your prospectus,
as noted in your response letter, that the Phunware revenue projections were presented on
a consistent basis with Phunware’s historical GAAP revenue or disclose any material
differences.

Satisfaction of 80% Test, page 120

9. Your responses to prior comments 17 and 20 indicate that your board’s evaluation of the
fairness of the $301 million merger consideration was based, in part, on a 15 -50%
blockchain technology premium based on your “inter nal analysis.”  Please describe this
“internal analysis,” including how you derived the 15 -50% premium range as well as the
determination to apply the 15% value to Phunware.

Information About Phunware

PhunCoin, page 189

10. On page 190, you state that you i ntend to distribute PhunCoin in an offering qualified
under Reg ulation  A.  It is not clear to us how you can rely on the Regulation A
exemption when you have already offered or sold the rights, warrants and possibly the
PhunCoin under another exemption fro m registration.

In reviewing your disclosures, it appears to us that you or Phunware are engaged in two
or three offerings in addition to the merger that is the subject of this registration
statement.  In this regard, it appears that Phunware has privately offered warrants to

George Syllantavos
Stellar Acquisition III Inc.
July 19, 2018
Page 4

 purchase Series F preferred stock and a future right to receive PhunCoin.  In addition, it
appears that you , or Phunware , have issued in a 506(c) offering rights to receive
PhunCoin.  In order for us to better understand your ongoing offerings,  please provide us
with supplemental copies of your agreement(s) with the holders of the warrants and
rights , such as  documents relating to the Series F preferred stock financing (warrants and
rights) and the 506(c) rights offering.

11. Please describe for us the material terms of both the warrants and rights issued as part of
your Series F preferred stock financing  and the 506(c) offering .  With regard to  the
warrants and  the rights  in each of your offerings , please tell us :

 the length of  the exercise period of each security ,
 the amount of PhunCoin that will be issued for each right and by what entity  (we note
disclosure that a Phunware subsidiary will issue PhunCoin),
 the total amount of PhunCoin  that will be issued pursuant to the Series F rights,
 the transferability of the rights,
 the actions  Series F preferred stockholders and other right s holders need to take to
exercise the rights to  acquire the PhunCoin,  including  any exercise price  and payment
of any exercise price ,
 any other consideration the Series F hold ers or other right holders may receive on
account of the  rights beyond the receipt of PhunCoin , and
 the exemption from registration, if any, that will be used to  issue the PhunCo in on the
exercise  of the rights .

12. Please disclose whether the rights issued to Series F to acquire PhunCoin have the same
terms as the rights being issued pursuant to the proposed Rule 506(c) rights offering for
PhunCoin.

13. Please clarify whether there are any registration rights agreements related to the
PhunCoin underlying the rights for PhunCoin for either your Series F preferred stock
financing or the rights to be sold in the proposed Rule 506(c) private offering.   Please  tell
us what exemption  from registration the issuer of PhunCoin will be eligible to rely upon
for the issuance  of the PhunCoin pursuant to the rights agreements and the Series F
Preferred Stock.

14. Please expand your description of the Reg ulation A offerin g that you plan to commence
approximately one year after the Rule 506(c) private rights offering has closed  and
explain what transactions are being registered .  In this regard, please clarify whether the
Regulation  A offering is solely for additional primary issuances unrelated to the rights
underlying the Series F preferred stock financing and the rights to be sold in the proposed
Rule 506(c) private offering .  If you intend on registering the PhunCoin underlying the
rights being offered and sold in the private offering in reliance on Rule 506(c), please
explain , supplementally,  your basis for qualifying  securities that are subject to an ongoing

George Syllantavos
Stellar Acquisition III Inc.
July 19, 2018
Page 5

 offering pursuant to the rights or that, depending on the structure of the rights, ma y
already have been sold in such private offering .  Please also explain why you believe that
a subsequent PhunCoin offering would be eligible under Regulation A given that the
exemption  is not available to existing reporting companies.

15. Please describe  the terms of PhunCoin  and explain how it could be and will be used in
Phunware’s platform.   Please explain whether you intend to list the PhunCoin  for trading
on a national securities exchange or regulated alternative trading system under the federal
securities laws.   If yes, please clearly disclose that no such exchanges or alternative
trading systems currently exist.

Our Offerings, page 1 91

16. Revise to clearly state that the Cryptonetworking offering is not currently available for
customers and clarify what Phunware intends to do to make this available as indicated in
your response to prior comment 22.

Concentration of Major Customers, page 194

17. We note your responses to prior comments 25 and 29 regarding your agreements and
relationship with Fetch Media.  On pages 197 -198 and 213 -214, you describe a dispute
with Uber, a customer of Fetch Media, for which Uber refuses to pay its invoices to F etch
Media and Fetch Media, in turn, has withheld payment to you.  Please clarify whether
your agreements with Fetch Media permits Fetch Media to withhold such payments if it
in turn has disputes with their respective customers.  Additionally, in light of the
significant amounts of revenue generated through your arrangements with Fox Networks
Group and Fetch Media, Ltd., please disclose the material terms and related obligations
of the master agreement and services legal agreements.

Management’s Discussion  and Analysis of Financial Condition and Results of Operations  of
Phunware

Overview, page 205

18. We note revised disclosures in response to prior comment 25.  Please further revise to
provide clarity and context to the measures.  Disclose as of what date, o r over which
period, the two billion Phunware IDs, one billion MAUDs, and the two trillion of
database events were determined and provide comparable information for each period in
which financial statements are presented.  Explain your reference to “invent ory” as it
relates to the Phunware IDs and clarify how the MAUDs are calculated.  Also, explain to
us how this information drives your data subscription services revenue product line.

George Syllantavos
Stellar Acquisition III Inc.
July 19, 2018
Page 6

 Phunware, Inc. - Notes to Unaudited Condensed Financial Statements

Note 2 Summary of Significant Accounting Policies

Digital Currencies, page F -67

19. You appear to be accounting for digital currencies under the inventory accounting model.
Please analyze for us whether your digital currencies meet the definition of an intangible
asset and the consideration you gave to the application of that accounting to your digital
assets.  Also, tell us what you mean by time of transfer and what alternatives yo u
considered.

Note 6 Commitments and Contingencies

Litigation, page F -70

20. With regards to the cross -complaint filed by Uber Technologies, Inc., you state that you
make no predictions  on the likelihood of defeating such claim.  If there is at least a
reasonable possibility that a loss exceeding amounts already recognized may have been
incurred, please disclose the estimated loss or range of loss (or, if true, state that the
estimate is immaterial in lieu o f providing quantified amounts) , or state that su ch an
estimate cannot be made.  We refer you to ASC 450 -20-50.

Note 7. Preferred Stock, page F -71

21. Tell us how you are accounting for the issuance of Series F convertible preferred stock in
which investors receive a warrant to purchase Series F convertib le preferred stock as well
as a right to the future issuance of a certain amount of PhunCoin, and provide the specific
accounting guidance you relied upon.  At a minimum, please address the following in
your response and revise your financial statement foo tnote disclosures, as appropriate:

 Tell us how you allocate the consideration received among the various instruments
issued.

 Tell us how have accounted for the PhunCoin  rights, citing the relevant accounting
guidance followed , and the specific terms th at impacted your accounting decision .

 Clarify whether you have accepted any payments in the form of digital assets
subsequent to March 31, 2018. If so, describe such transactions and provide us with a
breakdown of your current holdings.

George Syllantavos
Stellar Acquisition III Inc.
July 19, 2018
Page 7

 Note 11.   Subsequent Events, page F -75

22. To the extent you have had material sales pursuant to the Rule 506(c) offering of
PhunCoin Rights, please tell us how you are accounting for such Rights, citing the
relevant accounting guidance followed, and revise your fina ncial statement footnote
disclosures, as appropriate.  Also, tell us whether you accept payment in the form of
digital assets for the purchase of PhunCoin Rights.

Proxy Card, page G -1

23. Please clarify whether the written request for redemption rights, as noted on page 25, may
be given through your proxy card, as the box that provided the “Intention to Exercise
Redemption Rights” has been removed.  If not, please clarify, where applicable, how
public shareholders can provide the necessary written request to  redeem their public
shares of Stellar.

You m ay contact Melissa Kindelan, Staff Accountant,  at (202) 551 -3564 or Kathleen
Collins, Accounting Branch Chief,  at (202) 551 -3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Edwin Kim, Staff Attorney,  at
(202) 551 -3297 or me at (202) 551 -3673 with any other questions.

Sincerely,

 /s/ Folake A yoola

 Folake Ayoola
Special Counsel
Office of Information Technologies
and Services

cc: Jeffrey W. Rubin
Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

Stellar Acquisition III Inc.

90 Kifissias Avenue

Maroussi Athens, 15125

Greece

+30 210 876-4858

June 11, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3720

Washington, D.C. 20549

Attention: Folake Ayoola, Special Counsel, Office of Information
Technologies and Services

    Re:
    Stellar Acquisition III Inc.

    Registration Statement on Form S-4

    Filed April 11, 2018

    File No. 333-224227

Ladies and Gentlemen:

Stellar Acquisition III Inc. (the “Company,”
“we,” “our” or “us”) hereby transmits its response to the comments of
the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission contained
in the Staff’s letter dated May 14, 2018 (the “Letter”) regarding the above-referenced registration statement
on Form S-4 (the “Registration Statement”). For ease of reference, the numbered paragraphs below correspond
to the numbered comments in the Letter, with the Staff’s comments presented in bold font type.

The responses below follow the sequentially
numbered comments from the Letter. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such
terms in the Registration Statement. We have today filed with the Commission Amendment No. 1 to the Registration Statement (“Amendment
No. 1”), including a number of updating changes and, to the extent indicated below, reflecting our responses to the
Staff’s comments.

General

 1. Comment:

You disclose on page 72 that, pursuant to the merger
agreement, Phunware has agreed to use commercially reasonable efforts to consummate an initial block-chain technology token generation
event via the launch of PhunCoin on or prior to June 30, 2018.

Response:

Please see the specific responses set forth below
following each of the comments below.

The Company has correspondingly updated the disclosure
on pages 189 and 190 of Amendment No. 1.

Securities and Exchange Commission

June 11, 2018

Page 2

Comment:

Please provide details of the mechanics of Phunware’s
initial block-chain technology token generation event. Explain how Phunware intends to comply with the registration and other requirements
of the federal securities laws.

Response: Phunware has advised the Company
that it intends to form a wholly-owned subsidiary (the “PhunCoin Sub”) that will be the issuer of the PhunCoin.
PhunCoin will be designed for use within the PhunCoin ecosystem, which is intended to be a rewards marketplace and data exchange
whereby users receive PhunCoin in exchange for their information and PhunCoin can be redeemed by users for goods and services.
The PhunCoin ecosystem is currently in the development stage and is intended to enhance and augment Phunware’s current mobile
application platform, which enables businesses to engage, manage and monetize the information collected by Phunware’s customers
from Phunware’s consumers.

We have been advised that Phunware currently anticipates
that Phunware’s products and technologies will be enhanced through the creation of the PhunCoin ecosystem, and that users
in the new PhunCoin ecosystem will fall into three basic categories:

 · Manufacturers, consumer product companies, marketing firms, brands
and other sellers of goods and services. Phunware generally refers to this group as its “customers.”

 · Individuals that provide personally identifiable information to Phunware
and its customers. Phunware generally refers to this group as “consumers.”

 · Application developers that will include the PhunCoin software development
kits into their applications and other software developers and engineers that will help create and maintain the PhunCoin ecosystem.
Phunware generally refers to this group as “developers.”

As advised by Phunware, Phunware
anticipates that when the PhunCoin ecosystem becomes operational, Phunware’s customers will generally continue to pay cash
for use of Phunware’s technology and its consumers and developers will generally receive PhunCoin in exchange for providing
services and information to Phunware and its customers.

Initially, the PhunCoin Sub will
be issuing rights to receive future PhunCoin (the “Rights”). These Rights will only be issued to accredited
investors pursuant to an offering conducted in accordance with Rule 506(c) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”) that complies with know-your-customer
(“KYC”), anti-money-laundering (“AML”) and accredited investor verification requirements.
This offering of Rights is intended to fund the development and completion of the PhunCoin ecosystem. In addition, as part of
Phunware’s Series F preferred stock financing conducted in reliance on exemptions from registration requirements under Section
4(a)(2) of the Securities Act, investors in such financing received a warrant to purchase Series F preferred stock of Phunware
as well as a right to the future issuance of a certain amount of PhunCoin.

Securities and Exchange Commission

June 11, 2018

Page 3

Phunware has advised the Company that, when the PhunCoin
ecosystem is operational, which Phunware expects will be approximately one year after the Rule 506(c) offering for Rights has closed,
Phunware expects that the PhunCoin Sub will issue PhunCoin pursuant to Regulation A (Tier 2) (“Reg A+”). Phunware
intends to use Reg A+ because it expects the recipients of PhunCoin to include both accredited and unaccredited investors who will
be issued PhunCoins that have been qualified in the Reg A+ offering. As described in greater detail below, Phunware expects consumers
to provide their personally identifiable information and data in exchange for PhunCoin that has been qualified under Reg A+, to
assist customers by better informing brands through enriching data by consumers providing additional information to build a more
complete consumer profile and/or by consumers participating in marketing campaigns. With respect to secondary purchases and sales
of Rights, if applicable, and PhunCoin, such transfers will only be permitted in compliance with either resale exemptions under
federal securities laws such as Rule 144, or the qualification of such privately placed PhunCoin under the Reg A+ offering discussed
below (subject to volume restrictions on selling shareholder securities). In addition, the listing and trading of PhunCoin will
only be authorized on alternative trading systems registered with the SEC. As the PhunCoin Sub (prior to the qualification of PhunCoin
under Reg A+) is a non-reporting company, the transfer restrictions applicable to accredited investors will be lifted after twelve
months pursuant to Rule 144, and Phunware intends to use only compliant exchanges in order to ensure proper KYC/AML processes are
in place.

Comment:

Describe how the token generation event will result
in proceeds to you and disclose how you will use those proceeds.

Response:

Phunware’s “token generation event”
referred to in Amendment No. 1 is meant to refer to the launch of its PhunCoin ecosystem, initially through the Rule 506(c) offering
for Rights, which will result in proceeds to the PhunCoin Sub and its parent company, Phunware (together, the “Phunware
Companies”), to be followed by a fully compliant Reg A+ offering for PhunCoin. The Company has been advised that Phunware
currently expects that the proceeds from the Rule 506(c) offering of Rights will be used solely to fund development of the PhunCoin
ecosystem, with any additional amounts being used at the discretion of Phunware.

The Company has been advised that Phunware currently
estimates that the proceeds from the Rule 506(c) offering of Rights will be used as follows:

 · 35%
- Sales & Marketing

 · 35%
- Research & Development

 · 20%
- Ecosystem Development

 · 10%
- General & Administrative

Securities and Exchange Commission

June 11, 2018

Page 4

Comment:

Please describe the technical characteristics of
the PhunCoin, including how it will be distributed and whether, and if so how, holders can trade or redeem it.

Response: Phunware has advised the Company
that PhunCoin will be digital assets built and transacted on top of an existing blockchain technology. Phunware does not intend
to create its own blockchain technology. As a part of its research and development, Phunware expects to evaluate several blockchain
technologies to determine which of these providers meet the design specifications Phunware requires to create the ecosystem. Phunware
is currently evaluating the feasibility of potential solutions such as Ethereum, Stellar, Cardano and EOS. For each blockchain
technology, Phunware expects to conduct technical evaluations, performance evaluations, user testing, and other analyses in order
to determine the best technology for the PhunCoin ecosystem. In addition, Phunware will only launch on a blockchain technology
that will enable it to comply with the registration and other requirements of the federal securities laws and other applicable
laws and regulations.

As
described above, the initial distribution of PhunCoin will occur through the issuance of PhunCoin in connection with the warrant
and the offering of Rights (which will entitle holders to exchange those warrants or Rights, as applicable, for PhunCoin) and
thereafter through the qualification and issuance of PhunCoin in compliance with Reg A+. Accredited investors who purchase Rights
in the Rule 506(c) offering are expected to receive their PhunCoin via a transaction on the blockchain to a digital wallet under
their control only after the 12-month holding period has ended or in conjunction with a qualified Reg A+ offering in which the
PhunCoin related to the 506(c) offering will be included in the PhunCoin to be qualified under Reg A+ (i.e., up to $15 million
assuming a $50 million initial Reg A+ offering); provided, however, that their PhunCoin may be released earlier if SEC
compliant alternative trading systems and/or technology that allows required resale restrictions to be embedded in the blockchain
is otherwise available sooner. Accredited investors who hold warrants are expected to receive PhunCoin
upon the earlier of the date such PhunCoin are freely tradeable under rule 144 or the qualification of the Reg A+ offering.

Once Phunware’s proposed Reg A+ offering is
qualified by the Commission, Phunware intends to distribute PhunCoin qualified under Reg A+ to consumers in exchange for their
agreements to provide certain benefits to Phunware, including, but not limited to, enriching their data with additional information
and participating in marketing campaigns that will assist Phunware to deliver increased value to customers. Phunware also expects
to distribute PhunCoin qualified under Reg A + to developers in exchange for services, i.e., for the inclusion of the PhunCoin
software development kit (i.e. SDK) into the developers’ applications and for the application usage data they provide to
the system.

Securities and Exchange Commission

June 11, 2018

Page 5

Phunware has advised the Company that it plans to
also register as a money services business with the U.S. Department of the Treasury’s Financial Crimes Enforcement Network
to the extent PhunCoin are considered a convertible virtual currency. Phunware also plans to obtain state money transmitter licenses
where required as it builds its digital marketplace in order to enable holders of PhunCoin to redeem their tokens with the PhunCoin
Sub for gift cards or other digital goods and services offered by the PhunCoin Sub. Phunware is exploring whether, in the future,
PhunCoin could also be transacted between users as opposed to redemption by PhunCoin Sub (for example, facilitating token holders
paying developers directly with PhunCoin for digital goods and services provided by developers or consumers using PhunCoin to purchase
goods directly from customers). Phunware understands that this type of functionality may require the PhunCoin ecosystem to become
a registered broker-dealer and registered as an alternative trading system with the Commission.

Phunware has also advised the Company that to the
extent that state securities laws impose additional restrictions or requirements on the issuance of the PhunCoin to users, it will
not issue PhunCoin in those states unless the issuance complies with such state rules and regulations.

To reiterate, the parameters of the PhunCoin ecosystem
and the specific mechanics and processes to be used in operating the ecosystem and issuing PhunCoins are still being analyzed and
formulated. Therefore, the descriptions above may be modified in order to ensure compliance with all regulatory requirements at
both the federal and state levels, including in the areas of securities law, commodities laws and FinCen regulations that are identified
as being implicated in the PhunCoin ecosystem as it eventually will be implemented.

Comment:

Describe whether you have or will take action to
have PhunCoin listed for trading on any trading platform.

Response: The Company has been advised that,
at this time, Phunware has not taken any steps to list PhunCoin on a trading platform. Phunware has advised the Company that it
intends to list PhunCoin on trading platforms in the future, provided that those platforms comply with all applicable federal securities
laws.

Comment:

Describe the legal and economic rights of the PhunCoin.
Disclose whether all PhunCoins will have the same rights.

Response: The Company has been advised by Phunware
that PhunCoin is intended to be a digital asset that entitles the holder to access the PhunCoin ecosystem that Phunware is building
and to use PhunCoin in exchange for goods and services in the PhunCoin ecosystem. Both the PhunCoin and the PhunCoin ecosystem
are currently under development, so the specific legal and economic rights have not been finalized. However, the Company has been
informed that Phunware does not expect that PhunCoin will have any governance, voting, ownership, dividend or other rights with
respect to either PhunCoin Sub or Phunware, and that Phunware expects that all holders of PhunCoin will have the same rights. The
Company has been advised that Phunware is committed to investor protection, transparency and full disclosure in addition to complying
with all the disclosure requirements of the federal securities laws in connection with the issuance of PhunCoin. The Company has
also been informed that, in this regard, Phunware intends to provide detailed information to all of its users as to the mechanics,
benefits and risks of using PhunCoin and the PhunCoin ecosystem.

Securities and Exchange Commission

June 11, 2018

Page 6

Comment:

Describe how PhunCoin relates to Phunware’s
core business and how Phunware will use PhunCoin for core business activities. Explain how you expect the token generation event
to impact your primary operations. Also, discuss the costs of creating PhunCoin and the material risks you face in implementing
it.

Response: Phunware’s
core business is as a mobile application platform enabling its customers to utilize the platform to engage, manage and monetize
their interaction with consumers. Today, this takes the form of software modules such as location-based services, analytics, content
management, marketing automation, and other customer engagement technologies designed to create desired business outcomes for
that customer.

Phunware has informed the Company that it expects
to integrate PhunCoin into its core business platform as well as create new software and systems to support the PhunCoin ecosystem.

PhunCoin will complement and supplement
Phunware’s core business by adding new capabilities for its customers to use “cryptonetworking” (see Response
to Comment No. 22) to engage consumers, while at the same time creating a new ecosystem that allows those consumers to benefit
from the provision and use of their data. Phunware has advised the Company that its

Mail Room 4561

May 14, 2018

George Syllantavos
Co-Chief Executive Officer
Stellar Acquisition III Inc.
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105

Re: Stellar Acquisition III Inc.
Registration Statement on Form S -4
Filed April 11, 2018
  File No. 333 -224227

Dear Mr. Syllantavos:

We have reviewed your registration statement and have the following 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 no t 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.

General

1. You disc lose on page 72 that, pursuant to the merger agreement, Phunware has agreed to
use commercially reasonable efforts to consummate an initial block -chain technology
token generation event via the launch of PhunCoin on or prior to June 30, 2018.

 Please provi de details of the mechanics of Phunware’s initial block -chain technology
token generation event.  Explain how Phunware intends to comply with the
registration and other requirements of the federal securities laws.

George Syllantavos
Stellar Acquisition III Inc.
May 14, 2018
Page 2

  Describe how the token generation event  will result in proceeds to you and disclose
how you will use those proceeds.

 Please describe the technical characteristics of the PhunCoin, including how it will be
distributed and whether, and if so how, holders can trade or redeem it.

 Describe whe ther you have or will take action to have PhunCoin listed for trading on
any trading platform.

 Describe the legal and economic rights of the PhunCoin.  Disclose whether all
PhunCoins will have the same rights.

 Describe how PhunCoin relates to Phunware’s  core business and how Phunware will
use PhunCoin for core business activities.  Explain how you expect the token
generation event to impact your primary operations .  Also , discuss the costs of
creating PhunCoin and the  material  risks you face in implement ing it .

2. You state on page 182 that “the PhunCoin crypto token will empower users to control
and be compensated for the data they contribute to the system, and it will prevent
traditional security breach concerns by storing and biometrically protecting d ata and self -
sovereign identity client -side (versus in the cloud).”  Please describe your security and
custody arrangements for the PhunCoin including how you intend to validate existence,
exclusive ownership, and software functionality of private digital asset keys and other
ownership records.

3. Please discuss the consequences of Phunware not being able to raise a minimum of $10
million through its PhunCoin offering prior to June 30, 2018.  Disclose whether this
could lead to a termination of the merger a greement or whether there are other material
consequences.

4. The proposals in the joint proxy statement require a majority vote of all equity securities,
a majority vote of a class of an equity security, or a two -thirds vote for the Stellar
Redomesti catio n Proposal, as applicable.   Please  specify the percentage of votes that will
be covered by the  Voting Agreements and Sponsor Voting Agreement and clarify the
public or non -affiliated vote required to approve each of the proposals after taking into
account  such voting agreements votes.  Also file the agreements as exhibits to the
registration statement.  Refer to Item 601(b) of Regulation S -K.

5. Please provide pre - and post -merger organizational charts.  In this regard, we note that
the Phunware Group includ es direct and indirect subsidiaries of Phunware.

George Syllantavos
Stellar Acquisition III Inc.
May 14, 2018
Page 3

 Summary of the Material Terms of the Proposals, page 6

6. You state on page 89 “in the event that the Merger Agreement is terminated either (i) by
Stellar for a Change in Recommendation by Phunware’s board o f directors or (ii) by
either Stellar or Phunware for Phunware failing to receive the Phunware Stockholder
Approval after a Change in Recommendation by Phunware’s board of directors, then
Phunware shall pay to Stellar a cash termination fee equal to $12,00 0,000.”  Please revise
here to discuss the termination provisions and termination fees.  Additionally, clarify, if
true, that there is no circumstance under which Stellar will pay termination fees.

Q: What will Phunware’s stockholders receive in return for the acquisition of Phunware by
Stellar?... page 17

7. You state that the consideration to be paid to Phunware stockholders will be adjusted by,
amongst others, aggregate cash and cash equivalents of Phunware.  We note that the
launch of Phun Coin will occur on or prior to June 30, 2018 and the vote to approve the
merger will occur after June 30, 2018.  Please discuss how the merger consideration will
be impacted  by the launch of PhunCoin.

8. Please define “Redemption Price” and clarify the timi ng and how the redemption price
will be calculated.  In this regard, we note that Section 9.2 of your current certificate of
incorporation indicates that the redemption price will be calculated two days prior the
consummation of the initial Business Combin ation.

9. Please include an illustrative example of the merger consideration, which should
highlight the minimum expected consideration on a per share basis.

Risk Factors

If the conditions of the Merger are not met, the Business Combination will not …, pa ge 56

10. You state that “even if the Merger is approved by the shareholders of Stellar and
Phunware, specified conditions must be satisfied or waived to complete the Business
Combination.  These conditions are described in detail in the Merger Agreement.”  Please
expand your disclosure to discuss all material conditions that must be satisfied or waived,
and the material consequences if such conditions are not met.

The Merger Agreement and Related Agreements

Covenants of the Parties, page 86

11. Please file the consent of director nominee, Alan Knitowski.  Refer to Rule 438 of
Regulation C under the Securities Act.

George Syllantavos
Stellar Acquisition III Inc.
May 14, 2018
Page 4

Termination, page 89

12. Please  tell us whether the non -performance of any of th e covenants discussed on page 7
would constitute a “material uncured breach.”

Stellar Proposal 1: The Redomestication Proposal

Comparison of Shareholder Rights Before and After the Redomestication, page 105

13. Please clarify on pages 60 and 108 -109 whether  your exclusive forum provisions related
to derivative lawsuits alleging violations of federal securities laws  may be brought in
either federal or Delaware court .

 Stellar Proposal 2: The Stellar Business Combination Proposal

Background of the Business Combination, page 112

14. You state that “Stellar evaluated in excess of 36 potential transactions and exchanged
Letters of Intent with 12 such entities.”  With respect to the letters of intent exchange d
with 12 entities, to the extent material, please addres s any significant negotiations that
took place and discuss wh y the proposed  transactions were ultimately not pursued .

15. Please provide material details of your negotiations with and evaluations of Phunware,
including the timeline for when the negotiations for the merger agreement began and the
dates of meetings involved, the terms negotiated and how the price of the deal was
reached.  To the exten t there were substantive developments at the meetings, such as with
respect to the amount of consideration , please provide a materially complete description .

Projections, page 113

16. Please clarify how the revenue projections provided by Phunware material ly differs from
GAAP revenue.  Further, describe the “numerous assumptions” used to determine these
projected non -GAAP revenue amounts and describe in detail the “projected trends,
potential opportunities and strategic plans” that affected such projections .

Satisfaction of 80% Test, page 114

17. Please provide details with respect to the comparable companies you considered and how
the Stellar Board determined that Phunware has a fair market value of approximately
$301 million .

George Syllantavos
Stellar Acquisition III Inc.
May 14, 2018
Page 5

 The Board’s Reasons for Approval of the Business Combination, page 116

18. Please expand each bullet point on pages 115 and 116 to explain why each factor was
considered material by the board of directors with respect to the approval of the merger
agreement.  Please tailor your resp onse to the specific aspects of Phunware that relate s to
each reason.

19. Please clarify which of the  “other risks”  not otherwise disclosed on page 116 are the
material negative deterrents considered by the board of directors prior to its vote.  For
example, to the extent relevant, discuss any potential liquidity or going concern issues
with Phunware, the ability to value Phunware, and material regulatory concerns.

No Opinion of Financial Advisor, page 116

20. You disclose that you did not obtain a third -party valuation or fairness opinion in
connection with the board’s determin ation  to approve the business combination, instead
relying on the management’s expertise, experience and backgrounds, “together with the
experience and sector experience of our financi al advisors.”  Please identify these
financial advisors and describe the role they played in the negotiations and evaluations of
the offers or merger proposals.

21. Please clarify the steps and analyses management performed to ultimately conclude
Phunware had a valuation in excess of $301 million or that the merger consideration was
fair to investors.  Clarify how the projections on page 114 from Phunware were used in
such analyses.   Also revise your disclosure on page 114 to  provide details with respect to
the comparable companies the board  considered in determining th at Phunware has a fair
market value of approximately $301 million .

Stellar Proposal 6: The Director Election Proposal, page 132

22. Please clarify the effect of Section 5.17 of the merger agreement as to the composition of
the board of directors.  For example, pursuant to the merger agreement, Stellar receives
the right to nominate two Class III Directors, and chose Messrs. Tsirigakis and
Syllanvantos, while Phunware has the right to nominate five initial directors after the
reorganization and merger.  The merger agreement indicates that Phunware chose Mr.
Knitowski and will select the other four director no minees, two of which must be
independent.  The merger agreement also includes a provision that the size of the board
would increase to nine members if it is not majority independent, and the two additional
directors would be chosen mutual chosen by Stellar  and Phunware.

George Syllantavos
Stellar Acquisition III Inc.
May 14, 2018
Page 6

Information About Phunware, page 179

23. You refer to Cryptonetworking, including a PhunCoin crypto ecosystem, as one of your
product or solution offerings.  Please explain what Cryptonetworking is and whether it is
currently available to yo ur customers.  Also, clarify whether this is a stand -alone product
or if it will be integrated with your MaaS software, such as your loyalty and rewards
services.  If you currently generate revenue from this product or solution offerings,
include a discuss ion of the related accounting in your disclosures on page F -25, if
material.

24. You refer to Maa S platform offerings that include one -to-five year software licenses  as
well as perpetual licenses.  Please clarify which of your offerings include perpetual vs .
term licenses.  To the extent your solutions include perpetual licenses, revise to further
explain the components of these arrangement s.  Also, tell us the percentage of revenues
generated from arrangements that include perpetual licenses for each period  presented.
To the extent material, please make the necessary revisions to your disclosures in Note 2
to clarify your accounting for such arrangements.

Concentration of Major Customers, page 183

25. In light of the significant amounts of revenue generated through  your arrangement s with
Fox Networks Group and Fetch Media, Ltd.,  please disclose the material terms of such
agreements  including the duration  and termination provisions, as applicable.  Also file the
respective agreements as exhibits to the registrant statement or tell us why you believe
these are not material.  Refer to Item 601(b)(10) of Regulation S -K.

Management’s Discussion and Analysis o f Financial Condition and Results of Operations of
Phunware

Overview, page 193

26. You state your position in specified markets has “resulted in a current inventory of more
than 2 billion Phunware IDs across numerous mobile application portfolios for more th an
1 billion MAUDs across more than 1 trillion database events and petabytes of
information.”  Please clarify what you mean by “Phunware IDs,”  “MAUDs,” “database
events” and “petabytes of information.”  Explain how each of these measures is defined
and ca lculated and how this information is used in analyzing your business.

George Syllantavos
Stellar Acquisition III Inc.
May 14, 2018
Page 7

 Key Business Metrics, page 195

27. Revise to disclose the exact percentage of dollar -based revenue retention rate in fiscal
2017 rather than refer to greater than 100% as this provides fu rther insight into the level
of expansion and retention by your customer base.

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

Revenue, page 200

28. You indicate that the decrease in media revenue was primarily due to a decrease in sa les
to a materially significant customer who discontinued an ongoing ad campaign with a
media advertising agency.  Given the apparent significance of this matter to your
operations, please quantify the decrease in revenue specific to this customer to provi de
better visibility into the results of the media revenue stream.  Also, please note any
continuing impact the loss of this customer will have on your results of operation.
Similar revisions should be made to your liquidity discussion with regards to the  increase
in the allowance for doubtful accounts related to this customer and the potential impact
on your future liquidity.  Lastly, please clarify whether you reserved for the entire amount
due from this customer.  Refer to Item 303 of Regulation S -K and  Sections III and IV of
SEC Release No. 33 -8350.

29. Please identify the “materially significant customer” that caused the 71.4% decline in
media revenue.   In this regard, we note that d uring the year ended December 31, 2017,
your sales were concentrated with Fox Networks Group and Fetch Media, Ltd., which
accounted for 44% and 11% of your net sales .

Change in Independent Registered Public Accounting Firm of Phu nware, page 238

30. You state that in connection with the audit of the  company’s “financial statements as of
December 31, 2016 and for the year then ended,” there were no disagreements with
E&Y.  Please clarify for us whether during the two most recent fiscal years and the
subsequent interim period preceding E&Y’s declinatio n to stand for reappointment on
January 5, 2018, there were any disagreement on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of E&Y, would have caused E&Y to
make reference to the subject matter of the disagreement(s) in connection with its report.
Refer to Item 304(a)(iv) of Regulation S -K.

George Syllantavos
Stellar Acquisition III Inc.
May 14, 2018
Page 8

Notes to Consolidated Financial

Mail Stop 3030
May 4,  2018

Via E -mail
George Syllantavos
Chief Financial Officer
Stellar Acquisition III Inc.
90 Kifissias Avenue
Maroussi Athens, Greece

Re: Stellar Acquisition III Inc.
 Form 10-K for the Fiscal Year Ended  November 30, 2017
Filed February 12, 2018
File No.  001-37862

Dear  Mr. Syllantavos :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Kevin J. Kuhar

Kevin J. Kuhar
            Accounting Branch Chief
Office of Electronics and Machinery

CORRESP
1
filename1.htm

Stellar
Acquisition III Inc.

90
Kifissias Avenue

Maroussi
Athens, Greece

April 27, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

Office
of Electronics and Machinery

100
F Street, N.E.

Mail
Stop 3030

Washington,
DC 20549

Attn:
Kevin J. Kuhar, Accounting Branch Chief

Re:  Stellar
                                         Acquisition III Inc.

    Form 10-K for the Fiscal Year Ended
                                         November 30, 2017

Filed February 12, 2018

    File No. 001-37862

Dear Mr. Kuhar:

Stellar Acquisition III
Inc. (the “Company”, “we”, “us” or “our”) hereby transmits
its response to the letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated April 19, 2018 regarding our Form 10-K for the Fiscal Year Ended November 30, 2017
(the “10-K”) previously filed on February 12, 2018.

Form 10-K for the Fiscal Year Ended November 30, 2017

Exhibits 31.1 and 31.2

 1. We note that your certifications do not include the introductory language in paragraph 4 referring to internal control over
financial reporting. Please refer to Item 601(b)(31) of Regulation S-K and Section 246.13 of the Regulation S-K Compliance &
Disclosure Interpretations and amend the filing to include corrected certifications.

In response to the Staff’s comments, we have revised
the certifications to include the introductory language in paragraph 4 referring to internal control over financial reporting and
filed the corrected certifications as exhibits 31.1 and 31.2 to Amendment No.1 to the 10-K.

We thank the Staff for
its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Stuart
Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    /s/ George Syllantavos

    George Syllantavos, Co-Chief Executive Officer and Chief Financial Officer

    cc:
    Ellenoff Grossman & Schole LLP

Mail Stop 3030
April 19 , 2018

Via E -mail
George Syllantavos
Chief Financial Officer
Stellar Acquisition III Inc.
90 Kifissias Avenue
Maroussi Athens, Greece

Re: Stellar Acquisition III Inc.
 Form 10-K for the Fiscal Year Ended  November 30, 2017
Filed February 12, 2018
File No.  001-37862

Dear  Mr. Syllantavos :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment.  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 comment  within ten business days by providing the requested
informatio n or advise us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Form 10 -K for the Fiscal Year Ended November 30, 2017

Exhibits 31.1 and 31.2

1. We note that your certifications do not include the introductory language in paragraph 4
referring to internal control over financial reporting.   Please refer to Ite m 601(b)(31) of
Regulation S -K and Section 246.13 of the Regulation S -K Compliance & Disclosure
Interpretations and amend the filing to include corrected certifications.

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.

George Syllantavos
Stellar Acquisition III Inc.
April 1 9, 2018
Page 2

 You may contact Eric Atallah  at (202) 551 -3663 or me at (202) 551 -3662 with any
questions.  You may also reach Martin James, Senior Assistant Chief Accountant, at ( 202) 551 -
3671 .

Sincerely,

 /s/ Kevin J. Kuhar

Kevin J. Kuhar
            Accounting Branch Chief
Office of Electronics and Machinery

CORRESP
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Stellar Acquisition III Inc.

90 Kifissias Avenue

Maroussi 15125

Athens, Greece

    August 18, 2016

VIA EDGAR

Amanda Ravitz

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:  Stellar Acquisition III Inc.

    Registration Statement on Form S-1

    Filed June 30, 2016, as amended

    File No. 333-212377

Dear Ms. Ravitz:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Stellar Acquisition III Inc. (the “Registrant”) hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 5:30 p.m. EST on Thursday, August 18, 2016,
or as soon as thereafter practicable.

Please note that we acknowledge the following:

    ·
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ·
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ·
    the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    /s/ Prokopios (Akis) Tsirigakis

    Prokopios (Akis) Tsirigakis
co-Chief Executive Officer

cc:  Ellenoff Grossman & Schole LLP

    Loeb & Loeb LLP

CORRESP
1
filename1.htm

Stellar Acquisition III Inc.

90 Kifissias Avenue

Maroussi 15125

Athens, Greece

    August 18, 2016

VIA EDGAR

Amanda Ravitz

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:  Stellar Acquisition III Inc.

    Registration Statement on Form S-1

    Filed June 30, 2016, as amended

    File No. 333-212377

Dear Ms. Ravitz:

On August 12, 2016, Stellar Acquisition III
Inc. (the “Company”) requested acceleration of the effective date of the above-referenced Registration Statement so
that it would become effective at 4:00 p.m. (New York time) on August 16, 2016, or as soon thereafter as practicable. We hereby
withdraw our request until further notice.

    Very truly yours,

    By:
    /s/ Prokopios (Akis) Tsirigakis

    Prokopios (Akis) Tsirigakis
co-Chief Executive Officer

cc:  Ellenoff Grossman & Schole LLP

    Loeb & Loeb LLP

Mail Stop 3030
August 18, 2016

Via E -mail
Prokopios (Akis) Tsirigakis
Chief Executive  Officer
Stellar Acquisition III Inc.
90 Kifissias Avenue
Maroussi 15125
Athens, Greece

Re: Stellar Acquisition III Inc.
Amendment No. 3 to Registration Statement on Form S -1
  Response dated August 15, 2016
  File No. 333 -212377

Dear Mr. Tsirigakis :

We have reviewed  your August 15 , 2016 response to our comment letter and have the
following 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 informati on.  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.    Unless we note
otherwise, our references to prior comments are to comments in our August 11, 2016 letter .

Exhibit 3.3

1. We note that upon approval of an amendment to Section 9.2(d), shareholders will be
given an opportunity to fully redeem their shares. Please confirm that any such
amendment to Section 9.2(d) will be voided, and Section 9.2(d) will remain unchanged, if
any shareholders who wish to redeem are unable to redeem due the redemption
limitation.

Prokopios (Akis) Tsirigakis
Stellar Acquisition III Inc.
August 18, 2016
Page 2

 Exhibit 10.5

2. We note your response to comment 3.  While you disclose that you will not repay the
extension loans, you appear to have  added disclosures regarding the repayment of
extension loans from funds outside the trust. We also note that Section 1(j) of Exhibit
10.5 appears to contemplate the withdrawal of interest earned on trust assets to repay the
extension loans. Please reconcile.

You may contact Eric Ata llah at (202) 551 -3663 or Jay Webb, Senior Accountant, at
(202) 551 -3603 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tom Jones at (202) 551 -3602 or Dan iel Morris, Special Counsel,
at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:    Stuart Neuhauser, Esq.

CORRESP
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August 18, 2016

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

    	Re:

    Stellar Acquisition III Inc.

Registration Statement on Form S-1

File No. 333-212377

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the
U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the
underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:30 p.m., Washington D.C. time, on August 18, 2016, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule 418(a)(7)
and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus:  July 28, 2016;

    (ii)
    Dates of distribution:  July 28, 2016 through the date hereof;

    (iii)
    Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 12;

    (iv)
    Number of prospectuses so distributed:  electronic 245, print 60.

The undersigned confirms that it has complied with and will continue
to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

[Signature Page Follows]

    MAXIM GROUP LLC

    By:
    /s/Clifford Teller

    Name:

Title:
    Clifford Teller
Executive Managing Director, Head of Investment Banking

CORRESP
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Stellar Acquisition III Inc.

90 Kifissias Avenue

Maroussi 15125

Athens, Greece

August 15, 2016

VIA EDGAR

U.S. Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, DC 20549

Attn: Daniel
Morris, Special Counsel

Re:	  Stellar Acquisition III Inc.

         Amendment
No. 2 to Registration Statement on Form S-1

         Response
Dated August 8, 2016

         File
No. 333-212377

Dear
Mr. Morris:

Stellar Acquisition
III Inc. (the “Company”, “it”, “we”, “us” or “our”)
hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated August 11, 2016, regarding Amendment No. 2 to the Registration
Statement on Form S-1 (the “Registration Statement”) previously filed on August 2, 2016.

For your convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.

 1. We
note your statement
that the sponsors will waive
their right
to be repaid.
 Please
file the waiver
as an exhibit.
 If
you do not have an
executed
waiver,
please
revise
to disclose that the sponsors have
not waived, and
may not, their
right
to be repaid
in the event
that the company
does not consummate
a business combination.
 In addition,
in the event
that you
are required
to repay
the loans, disclose the source
of funds that will
be used for repayment.

  In response to the Staff’s comment, we have revised Section  9 of the Letter
                                                        Agreement among the Company and our officers, directors and security holders (the “Letter Agreement”) to
                                                        provide  that the sponsors will waive their right to be repaid for such loan from funds held in the trust account.
                                                        However, we may repay such loans from funds held outside of the trust account. We have
                                                        re-filed                                                             the
                                                        Letter                                                         Agreement
                                                        as                                                                                                           Exhibit
                                                        10.4                                                         to
                                                        the                                                                                                     Registration
                                                        Statement.

 2. We
note your
response to prior
comment 3. Please
revise to prominently
disclose that the terms of the promissory
note to be issued
in connection
with the extension
loans have
not been negotiated.
In addition,
please
provide appropriate
risk factor disclosure
to address the risk
that the
extension loans may
not be made
on the terms described
in the prospectus.

  In response to the Staff’s comment, we have revised pages 14 and 26 of the
                                                        Registration                                                         Statement to prominently disclose that the terms of the
                                                        promissory note to be issued
                                                        in connection
                                                        with the extension
                                                        loans have not
                                                        been negotiated.
                                                        In addition, we have revised page 26 of the Registration Statement to address the risk that the
                                                        extension loans may not
                                                        be made on
                                                        the terms described
                                                        in the Registration Statement.

 3. We
note your
response to
prior comment
5. We also note that
Section
9.2(d) appears
to govern the
company’s obligation
to fully redeem
shares if a business
combination is not consummated.
According
to Section
9.7, any
amendment to the
“substance
or timing” of that obligation
will trigger
shareholder
redemption
rights that
are “subject
to the Redemption
Limitation.”
That is, in
the event of an
amendment,
the limitation
contained in Section
9.7 appears to
mean that the shares
may not be fully
redeemed.
Please
revise your
prospectus disclosure
to clarify
how the redemption
right would apply
or, alternatively,
provide further
analysis
as to why you
believe
that revisions
are not necessary.

In response
to the Staff’s comment, we have revised Section 9.7 of the Company’s Amended and Restated Articles of Incorporation
(the “Charter”) to clarify that, in the event that the redemption limitation is not met, the Company may not
extend the Termination Date. We have re-filed the Charter as Exhibit 3.3 to the Registration Statement.

We thank
the Staff for its review of the foregoing.  If you have further comments, we ask that you forward them by electronic
mail to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

        /s/ Prokopios (Akis) Tsirigakis

        Prokopios (Akis) Tsirigakis

        Chief Executive Officer

cc:	Ellenoff Grossman & Schole LLP

	Loeb & Loeb LLP

2

CORRESP
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Stellar Acquisition III Inc.

90 Kifissias Avenue

Maroussi 15125

Athens, Greece

August 12, 2016

VIA EDGAR

Amanda Ravitz

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:	  Stellar Acquisition III Inc.

         Registration
Statement on Form S-1

         Filed
June 30, 2016, as amended

         File
No. 333-212377

Dear Ms. Ravitz:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Stellar Acquisition III Inc. (the “Registrant”) hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Tuesday, August 16, 2016, or
as soon as thereafter practicable.

Please note that we acknowledge the following:

    •
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    •
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •
    the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

        /s/ Prokopios (Akis) Tsirigakis

        Prokopios (Akis) Tsirigakis

        Chief Executive Officer

cc:	Ellenoff Grossman & Schole LLP

      Loeb &
Loeb LLP

CORRESP
1
filename1.htm

August 12, 2016

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Re:  Stellar Acquisition III Inc.

    Registration
                                         Statement on Form S-1

    File No. 333-212377

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the
U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the
underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 4:00 p.m., Washington D.C. time, on August 16, 2016, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule 418(a)(7)
and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus:  July 28, 2016;

    (ii)
    Dates of distribution:  July 28, 2016 through the date hereof;

    (iii)
    Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 12;

    (iv)
    Number of prospectuses so distributed:  electronic 245, print 60.

The undersigned confirms that it has complied with and will continue
to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

[Signature Page Follows]

    MAXIM GROUP LLC

    By:
    /s/ Clifford Teller

    Name:
    Clifford Teller

    Title:
    Executive Managing Director, Head of Investment Banking

Mail Stop 3030
August 11, 2016

Via E -mail
Prokopios (Akis) Tsirigakis
Chief Executive  Officer
Stellar Acquisition III Inc.
90 Kifissias Avenue
Maroussi 15125
Athens, Greece

Re: Stellar Acquisition III Inc.
Amendment No. 2 to Registration Statement on Form S -1
  Response Dated August 8, 2016
  File No. 333 -212377

Dear Mr. Tsirigakis :

We have reviewed  your August 8, 2016 response to our comment letter and have the
following 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 informati on.  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
provid e in response to these  comments , we may have additional comments.    Unless we note
otherwise, our references to prior comments are to comments in our August 5, 2016 letter .

1. We note your statement that the sponsors will waive their right to be repaid.  Please file
the waiver as an exhibit.  If you do not have an executed waiver, please revise to disclose
that the sponsors have not waived, and may not, their right to be repaid in the event that
the company does not consummate a business combination.   In addition, in the event that
you are required to repay the loans, disclose the source of funds that will be used for
repayment .
.
2. We note your response to prior comment 3. Please revise to prominently disclose that the
terms of the promissory note to be issu ed in connection with the extension loans ha ve not
been negotiated. In addition, please provide appropriate risk factor disclosure to address
the risk that the extension loans may not be made on the terms described in the
prospectus.

Prokopios (Akis) Tsirigakis
Stellar Acquisition III Inc.
August 11, 2016
Page 2

 3. We note your response to prior comment 5. We also note that Section 9.2(d) appears to
govern the company’s obligation to fully redeem shares if a business combination is not
consummated.  According to Section 9.7, any amendment to the “substance or timing” of
that obligation wi ll trigger shareholder redemption rights that are “subject to the
Redemption L imitation. ”  That is, i n the event of an amendment, the limitation contained
in Section 9.7 appears to mean that the shares may not be fully redeemed . Please revise
your pr ospect us disclosure to clarify how the redemption right would apply or,
alternatively, provide further analysis as to why you believe that revisions are not
necessary.

You may contact Eric Atallah at (202) 551 -3663 or Jay Webb, Senior Accountant, at
(202) 551 -3603 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tom Jones at (202) 551 -3602 or Dan iel Morris, Special Counsel,
at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:    Stuart Neuhauser, Esq.

CORRESP
1
filename1.htm

August 8, 2016

VIA EDGAR

U.S. Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, DC 20549

Attn: Daniel
Morris, Special Counsel

 Re: Stellar Acquisition III Inc.

Amendments No. 1 and 2 to Registration Statement on Form S-1

Files July 28, 2016 and August 2, 2016

File No. 333-212377

Dear Mr. Morris:

Stellar Acquisition
III Inc. (the “Company”, “it”, “we”, “us” or “our”)
hereby transmits its response to the letter received by us from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”), dated August 5, 2016, regarding our Amendments No. 1 and 2 to the Registration
Statement on Form S-1 (the “Registration Statement”) previously filed on July 28, 2016 and August 2, 2016, respectively.

For your convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.

Ability to extend time to complete business
combination, page 14

 1. We note your disclosure that you “would not be obligated” to repay the extension
loans. However, it is unclear whether you intend to so. If you will not repay the loans if you do not complete an initial business
combination, please revise to clearly disclose. If you will repay the loans if you do not complete an initial business combination,
please disclose the source of funds to be used to repay the loans.

  The Company will revise the final prospectus to clarify that it will not repay such loans in the
event that the Company does not consummate a business combination.

Our sponsors may decide not to extend the term,
page 26

 2. We note that the redemption of the trust funds will be subject to claims made by creditors under
Marshall Islands law. Please disclose whether the extension loans would give rise to claims by the sponsors under Marshall Islands
law.

  The extension loans would not give rise to claims by the sponsors because the sponsors will waive
their right to be repaid in the event that the Company does not consummate a business combination.

Exhibits

 3. We note that you have not filed the promissory note to be used in connection with the extension
loans. Please file with your next amendment.

The promissory note to be use in
connection with the extension loans has not yet been negotiated because the Company will not issue a promissory note unless
and until the sponsors determine to extend the amount of time the Company has to consummate a business combination beyond
twelve months. As such, we do not believe that the promissory note needs to be filed as an exhibit to the registration
statement. We hereby confirm to the Staff that in the event the Company issues a note to the sponsors, such note will be
filed as an exhibit to a future filing of the Company (most likely a Current Report on Form 8-K). Furthermore, the note will
be on substantially similar terms to the promissory note previously filed as an exhibit to the Registration Statement,
including the fact that the note will be interest free, and will provide a waiver by the sponsors against trust and, as
described in response to comment 3 above, any rights to be repaid in the event the Company fails to consummate a business
combination.

Exhibit 1.1

 4. Please reconcile the statement in this exhibit that your “initial focus will be on acquiring
an operating business in the information technology consulting industry” with your disclosure throughout your filing that
you will focus “[y]our efforts on identifying a prospective target business in the international energy logistics industry.”

This was a typographical error which will be
deleted in the execution version to be filed as an exhibit to the Company's Current Report on Form 8-K following the effectiveness
of the Registration Statement (the "Form 8-K").

Exhibit 3.3

 5. Please provide your analysis as to whether section 9.7 operates to pull the Redemption Limitation
into section 9.2(d). It appears that any attempt to change section 9.2(d), whether or not successful, would trigger section 9.7.
Please advise as to whether this trigger would result in shareholders receiving less than 100% value.

As discussed with the Staff, we believe that
pursuant to both Section 9.2(d) and Section 9.7 of the Company’s amended and restated articles of incorporation (the “Charter”),
the Company is obligated to redeem 100% of the Offering Shares (as defined therein) and the two sections are not directly related
to each other. Section 9.2(d) would apply in the event that the Company has not consummated its initial business combination by
the applicable termination date and liquidates the trust account without any further extensions of time, and Section 9.7 would
apply in the event that the Company wishes to extend the amount of time the Company has to consummate its initial business combination
beyond any permitted extensions as provided in Section 9.1(c). The purpose of Section 9.7 is to ensure that the Company stands
by its obligation to allow public shareholders to redeem their shares on the termination date, even if the amount of the time the
Company has to consummate an initial business combination has been extended.

Exhibit 10.5

 6. We note that the prospectus indicates that the required loan amount for each extension will
be $460,000 if the over-allotment is exercised. Please advise us as to where this requirement is reflected in this agreement.

  This requirement is reflected in Section 9.1(c) of the form of the Charter. In addition, Exhibit
D of the trust agreement will be revised to include such requirement, and the corrected version will be filed as an exhibit to
the Form 8-K.

    2

 7. The exhibits to Exhibit 10.5 appear to indicate that the funds held in trust will be transferred
to an account outside of the trust before being distributed to shareholders. If so, please provide us your analysis of whether
that procedure increases the risk that your creditors or the creditors of the business you acquire could access the funds.

We hereby advise the Staff
that the proceeds of the public offering will continue to be held in a trust under the direction and control of Continental Stock
Transfer & Trust Company (“Continental”) until the funds are distributed to shareholders seeking redemption of
their shares, notwithstanding the fact that the funds will be transferred from one account to another immediately prior to consummation
of a business combination. The J.P. Morgan Chase Bank N.A. account referenced in the exhibit to Exhibit 10.5 is Continental’s
segregated account established for the Company. Accordingly, the proceeds will continue to be held separate and apart from the
Company’s other assets in an isolated account under the direction and control of Continental solely to pay all redeeming
shareholders that have returned their shares. In fact, such funds are outside the control of the Company and are no longer considered
assets of the Company at the closing of the Company’s initial business combination. We therefore respectfully believe that
the funds are at no greater risk of being accessed by creditors during this period.

We thank the Staff for its review of the foregoing.  If
you have further comments, we ask that you forward them by electronic mail to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com
or by telephone at (212) 370-1300.

    Very truly yours,

        /s/ Prokopios (Akis) Tsirigakis

        Prokopios (Akis) Tsirigakis

        Chief Executive Officer

cc:	    Ellenoff Grossman & Schole
LLP

          Loeb & Loeb LLP

3

Mail Stop 3030
August 5, 2016

Via E -mail
Prokopios (Akis) Tsirigakis
Chief Executive  Officer
Stellar Acquisition III Inc.
90 Kifissias Avenue
Maroussi 15125
Athens, Greece

Re: Stellar Acquisition III Inc.
Amendment s No. 1 and 2 to Registration Statement on Form S -1
Files July 28, 2016 and August 2, 2016
  File No. 333 -212377

Dear Mr. Tsirigakis :

We have reviewed your amended registration statement  and have the following
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 informati on.  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
provid e in response to these  comments , we may have additional comments.

Ability to extend time to complete business combination, page 14

1. We note your disclosure that you “would not be obligated” to repay the extension loans.
However, it is unclear whether you intend to so. If you will not repay the loans if you do
not complete an initial business combination, please revise to clearly disclose.  If you will
repay the loans if you do not complete an initial business combination, please disclose the
source of f unds  to be used to repay the loans.

Our sponsors may decide not to extend  the term, page 26

2. We note that the redemption of the trust funds will be subject to claims made by creditors
under Marshall Islands law.   Please disclose whether the extension loans would give rise
to claims by the sponsors under Marshall Islands law.

Prokopios (Akis) Tsirigakis
Stellar Acquisition III Inc.
August 5, 2016
Page 2

 Exhibits

3. We note that you have not filed the promissory note to be used in connection with the
extension loans. Please file with you r next amendment.

Exhibit 1.1

4. Please reconcil e the statement in this exhibit that  your “initial focus will be on acquiring
an operating business in the information technology consulting industry” with your
disclosure throughout your filing that you will focus  “[y]our efforts on identifying a
prospect ive target business in the international energy logistics industry.”

Exhibit 3.3

5. Please provide your analysis as to whether section 9.7 operates to pull the Redemption
Limitation into section 9.2(d). It appears that any attempt to change section 9.2(d),
whether or not successful, would trigger section 9.7 .  Please advise as to whether this
trigger would result in shareholders receiving less than 100% value.

Exhibit 10.5

6. We note that the prospectus indicates that the required loan amount for each extension
will be $460,000 if the over -allotment is exercised.  Please advise us as to where this
requirement is reflected in this agreement.

7. The exhibits to Exhibit 10.5 appear to indicate that the funds held in trust will be
transferred to an account outside of the trust before being distributed to shareholders.  If
so, please provide us your analysis of whether th at procedure increase s the risk that your
creditors or the creditors  of the business you acquire could access the funds.

You may contact Eric Atallah at (202) 551 -3663 or Jay Webb, Senior Accountant, at
(202) 551 -3603 if you have questions regarding comments on the financial statements and
related matters.  Please contact  Tom Jones at (202) 551 -3602 or Dan iel Morris, Special Counsel,
at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:    Stuart Neuhauser, Esq.

Mail Stop 3030
May 5, 2016

Via E -mail
Prokopios (Akis) Tsirigakis
Chief Executive  Officer
Stellar Acquisition III Inc.
90 Kifissias Avenue
Maroussi 15125
Athens, Greece

Re: Stellar Acquisition III Inc.
Amendment No. 2 to
Draft Registration Statement on Form S -1
Submitted April 18, 2016
  CIK No. 0001665300

Dear Mr. Tsirigakis :

We have reviewed your amended draft registration statement  and have the following
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 providing the requested information and either submitting
an amended draft registration statement or publicly  filing your registration statement on
EDGAR.  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 the information you provide in re sponse to these  comments  and your
amended draft registration statement or filed registration statement, we may have  additional
comments.

Summary, page 1

1. It appears that, in response to prior comment 1, you deleted much of the disclosure
throughout your document about the association between Messrs. Tsirigakis and
Syllantavos and the two blank check companies.  Please expand the disclosure in the
appropriat e section to discuss when Nautilus Marine and Star Maritime conducted their
initial public offerings, briefly describe that Nautilus Marine and Star Maritime
consummated business transactions and disclose the current trading market of the post
combination entities.

Prokopios (Akis) Tsirigakis
Stellar Acquisition III Inc.
May 5, 2016
Page 2

 2. We note your response to prior comment 3.  Please expand the disclosure about the
business experience of Mr. Tsirigakis to disclose the net loss of Dryships, Inc. for the
fiscal year ended December 31, 2015 and the “going concern” language in the financial
statements and auditor’s report.

3. We note your response to prior comment 4.  Please tell us why you disclose the benefits
that Messrs. Tsirigakis and Syllantavos  received only until Nautilus Marine and Star
Maritime completed their initial public offerings.  Please disclose whether Messrs.
Tsirigakis and Syllantavos received benefits when the entities were initially acquired,
when they were taken private and/or af ter the acquisition by DryShips, Inc.

Private Placement Warrants, page 10

4. We note your response to prior comment 6.  Please expand the disclosure in this section
to identify the sponsors who will purchase in the private placement.

You may contact Eric A tallah at (202) 551 -3663 or Jay Webb, Senior Accountant, at
(202) 551 -3603 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tom Jones at (202) 551 -3602 or Dan iel Morris, Special Counsel,
at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:    Stuart Neuhauser, Esq.

Mail Stop 3030
April 7, 2016

Via E -mail
Prokopios (Akis) Tsirigakis
Chief Executive  Officer
Stellar Acquisition III Inc.
90 Kifissias Avenue
Maroussi 15125
Athens, Greece

Re: Stellar Acquisition III Inc.
Amendment No. 1 to
Draft Registration Statement on Form S -1
Submitted March 21, 2016
  CIK No. 0001665300

Dear Mr. Tsirigakis :

We have reviewed your amended draft registration statement  and have the following
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 providing the requested information and either submitting
an amended draft registration statement or publicly  filing your registration statement on
EDGAR.  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 the information you provide in re sponse to these  comments  and your
amended draft registration statement or filed registration statement, we may have  additional
comments.

Prospectus Summary, page 1

1. We note your response to prior comment 1.  If you elect to highlight the positive aspects
of the businesses with which your management was affiliated, please balance your
disclosure with equally prominent disclosure about negative developments. For example ,
we note your references here to the amounts raised for Nautilus Marine and Star
Maritime, the size of the subsequent business combinations and your references on page
87 to your cargo capacity.  Please balance your disclosure by including disclosure
regarding any post -combination difficulties, including issues related to profitability, if
applicable.

Prokopios (Akis) Tsirigakis
Stellar Acquisition III Inc.
April 7, 2016
Page 2

 We face risks related to companies in the vessel transport industry, page 48

2. It appears that your co -chief executive officers were founders, officers or d irectors of two
blank check companies that consummated business combinations with companies that
operated a fleet of offshore service vessels and dry bulk carrier vessels, respectively.
Given each individual’s history of using blank check companies to acq uire these types of
vessels, tell us whether you considered adding risk factors that highlight the material risks
concerning companies that use such vessels.

Management, page 87

3. We note your response to prior comment 14.  Revise the disclosure on page 87 to clarify
the relationship, if any, between Mr. Tsirigakis and Nautilus Offshore Services  and
DryShips since November 24, 2015.  Also, revise the disclosure in this section
concerning Messrs. Tsirigakis and Syllantavos to d isclose their business experience with
the entities mentioned in footnotes (3) and (4) on page 96.

4. We note your response to prior comment 15.  Disclose the benefits received by Messrs.
Tsirigakis, Syllantavos and Argyros from their association with compan ies that had a
business plan similar to your business plan.

5. Please expand the disclosure in this section about the business experience of Mr.
Syllantavos to disclose the accumulated deficit of BTHC X, Inc. as of December 31,
2015 and the “going concern” l anguage in the financial statements and auditor’s report.

Certain Relationships and Related Party Transactions, page 99

6. We note your response to prior comment 18.  Please identify the related parties who will
purchase in the private placement.

You may  contact Eric Atallah at (202) 551 -3663 or Jay Webb, Senior Accountant, at
(202) 551 -3603 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tom Jones at (202) 551 -3602 or Dan iel Morris, Special Counse l,
at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:    Stuart Neuhauser, Esq.

Mail Stop 3030
March 1 0, 2016

Via E -mail
Prokopios (Akis) Tsirigakis
Chief Executive  Officer
Stellar Acquisition III Inc.
90 Kifissias Avenue
Maroussi 15125
Athens, Greece

Re: Stellar Acquisition III Inc.
Draft Registration Statement on Form S -1
Submitted February 12, 2016
  CIK No. 0001665300

Dear Mr. Tsirigakis :

We have reviewed your draft registration statement  and have the following 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration  statement on
EDGAR.  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 the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement, we may have  additional
comments.

Prospectus Summary, page 1

1. Please ensure that the information that you highlight regarding your management in the
summary and elsewhere in y our document is balanced, with equally prominent
explanation of any management experience with unsuccessful transactions, or
transactions or entities that generated losses for investors.  Also, if you do not intend to
represent to investors that the regist rant will achieve the results of management’s prior
activities that you highlight in your summary, please ensure that summary makes clear
the purpose of highlighting those activities and does not suggest that the registrant will
achieve those results.

Prokopios (Akis) Tsirigakis
Stellar Acquisition III Inc.
March 1 0, 2016
Page 2

 Initial Business Combination, page 2

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Redemption of warran ts, page 7

3. Your disclosure that you will not redeem the warrants if there is not an effective and
current registration statement unless the warrants may be exercised on a cashless basis
appears to be inconsistent with your disclosure that you may redeem t he warrants even if
you are unable to register or qualify the underlying securities for sale under all state
securities laws.  It is unclear how the warrants may be exercised on the cashless basis if
you are unable to register or qualify the underlying sec urities for sale under all applicable
state securities laws.

Proceeds to be held in trust account, page 10

4. Please briefly highlight how “the requirements of law and stock exchange rules” could
require that funds held in the trust be released other than t o fund working capital and to
pay taxes.  In this regard, if interest is not sufficient to fund working capital and pay
taxes, please tell us whether applicable law could require you to use other funds in the
trust to pay those obligations.

Release of f unds in trust account on closing of our initial business combination, page 17

5. We note your disclosure that all of the funds in trust will be released to you upon
completion of the business combination, and you will then pay redeeming shareholders.
Please  provide us your analysis of whether this process increases the risk that those funds
would be exposed to claims of creditors or tax authorities, as opposed to a process by
which the trustee would release the funds due to the redeeming shareholders directl y to
those shareholders.  In this regard, we note your disclosure in the second bullet point on
page 11 that the loans will have a claim on the proceeds held in trust when the proceeds
are released to you upon completion of a business combination.

Risk Factors, page 21

6. We note your disclosure beginning on page 116 regarding what the tax consequences
“should” be, your disclosure on page 117 that the treatment “is not entirely clear,” your
disclosure on page 118 regarding a tax consequence that is “unclear,” and your discl osure
on page 120 regarding tax consequences that are “not clear under current tax law.”
Please add a risk factor to explain the tax uncertainties that investors will encounter as a
result of investing in this offering, and highlight those tax uncertainti es in your

Prokopios (Akis) Tsirigakis
Stellar Acquisition III Inc.
March 1 0, 2016
Page 3

 prospectus summary.  Also ensure that an appropriate section of your document
addresses the material alternatives to any disclosed tax consequences that are subject to
uncertainty.

7. Please add a risk factor to highlight the risk of enforceabili ty of civil liabilities mentioned
on page 125.

We may issue additional common or preferred shares, page 32

8. We note the mitigating language in the sentence including clauses (i) and (ii) of this risk
factor .  If those restrictions may be eliminated, pleas e revise the mitigating language to
clarify.  In this regard, we note the disclosure in the carryover risk factor at the top on
page 39.

The provisions of our amended and restated articles of incorporation, page 38

9. If provisions governing pre-initial -business -combination activities  affecting investors of
the offered securities are contained in agreements that may be amended without
shareholder approval, please add a separate risk factor to explain that risk. For example,
we note  agreements regarding indemnification of the trust, waiver of redemption rights,
participation in liquidation distributions from the trust, and transfer restrictions.

Use of Proceeds, page 51

10. Please reconcile the penultimate paragraph of this section with the second  full risk factor
on page 24.  These disclosures appear to provide different circumstances in which the
public shareholders will have rights to the funds in the trust, and both disclosures say that
there are no other circumstances in which any such right o ccurs.

Capitalization, page 57

11. We note that your "As Adjusted" capitalization reflects deferred underwriting
commissions of $2,000,000. Please explain to us how the deferred underwriting is
calculated and explain how this amount is factually supp ortable. Please reconcile the
deferred underwriting commission disclosed on page 57 to the "underwriting
commissions" of $1,625,000 used in your use of proceeds table on page 51.

Status as a Public Company, page 65

12. Please balance your disclosure here to address any material reasons that your structure
would not be attractive to a business combination partner relative to “the traditional
public offering.”  For example, does the risk of potential unknown liabilities, w hether
related to your securities transactions or otherwise, materially affect a target’s analyses?

Prokopios (Akis) Tsirigakis
Stellar Acquisition III Inc.
March 1 0, 2016
Page 4

 Receipt of interest on escrowed funds, page 81

13. Please reconcile your disclosure in this section with the statement in the first full
paragraph on page 11 regarding withdrawal of interest for working capital requirements.

Management, page 86

14. Please disclose the dates during which your directors held the roles that you disclose in
your prospectus.  For example, we note the disclosure in the penultimat e sentence of the
second and fourth paragraphs on page 87 concerning Mr. Argyros and Ms. Bacha,
respectively.

15. Please expand the disclosure on page 87 concerning Mr. Argyros to disclose when he was
a member of the board of directors of Nautilus Machine.  I n this regard, we note your
brief reference on page 88 to his “Board tenure at Nautilus Marine Acquisition Corp.”

16. Please tell us the criteria used to determine the recipient of the award mentioned in the
fourth paragraph on page 87, whether the recipient provided any consideration for the
award, and whether others also received the award for the year disclosed.

Limi tation on Liability and Indemnification, page 94

17. Please clarify whether funds in the trust could be used to satisfy (1) any indemnification
obligations to your officers and directors described here or (2) your indemnification
obligations to your transfer and warrant agent mentioned on page 107.

Certain Relationships and Related Party Transactions, page 98

18. Please identify the related parties who loaned an aggregate of $250,000 to cover expenses
related to the offering and who will purchase in the private placement.

Warrants, page 103

19. Please revise the disclosure to explain the purpose and effect of "Black -Scholes value"
exercise price reduction mentioned in the last sentence of the third full paragraph on page
105.

Private Placement Warrants, page 106

20. Please  reconcile the second sentence of this section with the second paragraph of this
section.  Ensure that the differences between the warrants are clear and consistent
throughout your prospectus.

Prokopios (Akis) Tsirigakis
Stellar Acquisition III Inc.
March 1 0, 2016
Page 5

 Note on Enforceability of Civil Liabilities, page 125

21. Please disclose the basis for the disclosure in the first sentence of the last paragraph on
page 125 .

You may contact Eric Atallah at (202) 551 -3663 or Jay Webb, Senior Accountant, at
(202) 551 -3603 if you have questions regarding comments on the fin ancial statements and
related matters.  Please contact Tom Jones at (202) 551 -3602 or Dan iel Morris, Special Counsel,
at (202) 551 -3314 with any other questions.

Sincerely,

 /s/ Daniel Morris for

 Amanda Ravitz
Assistant Director
Office of Electronics  and Machinery

cc:    Stuart Neuhauser, Esq.