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