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

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.
           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
 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