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