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 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.

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
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
 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 will 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