Washington, D.C. 20549
FORM 12b-25
(Check One) 
Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR
  Form N-CSR
  For Period Ended: December 31, 2021
Transition Report on Form 10-K
Transition Report on Form 20-F
Transition Report on Form 11-K
Transition Report on Form 10-Q
Transition Report on Form N-SAR
  For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
Phunware, Inc.
Full Name of Registrant
Former Name if Applicable
7800 Shoal Creek Boulevard, Suite 230-S
Address of Principal Executive Office (Street and Number)
Austin, Texas 78757
City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 (a)The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed date; and
 (c)The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Phunware, Inc. (the “Company,” "we," "us," or "our") is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”). We are unable, without unreasonable effort and expense, to file our Annual Report in a timely manner, specifically related to additional audit procedures required by our independent registered public accounting firm related to our business combination and accounting for digital asset transactions. The Company expects it will be able to file its Annual Report on Form 10-K on or before the fifteenth calendar day following prescribed due date.
(1)Name and telephone number of person to contact in regard to this notification
Matt Aune 512 693-4199
(Name) (Area Code) (Telephone Number)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐No
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

We announced financial results for the year ended December 31, 2021 in Exhibit 99.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2022. We currently do not anticipate any material changes to the financial results reported therein.

This Notification of Late Filing and Exhibit 99.1 to our Current Report on Form 8-K filed on March 23, 2022 contain forward-looking statements. All statements that address operating performance, events or developments that the Company expects or anticipates will occur in the future are forward-looking statements. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to the Company’s management. The Company’s management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from the registrant’s historical experience and its present expectations or projections. These risks and uncertainties include, but are not limited to, those described from time to time in other reports which we file with the U.S. Securities and Exchange Commission, and other risks and uncertainties including, without limitation, disclosures to be made in the Company’s Annual Report and the possibility that actual net loss, revenue, and/or expenses for the year ended December 31, 2021 are different from the estimates provided herein.

Phunware, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 1, 2022By:/s/ Matt Aune
Title:  Chief Financial Officer