Common use of INCORPORATION OF CERTAIN INFORMATION BY REFERENCE Clause in Contracts

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectus. We hereby incorporate by reference the following documents into this prospectus supplement: • Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 filed with the SEC on March 31, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectus. We hereby incorporate by reference the following documents into this prospectus supplementprospectus: • ● Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 2019 filed with the SEC on March 31, 2021 and April 30, 20212020, respectivelyas amended by Form 10- K/A filed with the SEC on April 29, 2020; • ● Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and 2020, June 30, 2021 2020 and September 30, 2020 filed with the SEC on May 15, 2020, August 14, 2021 2020 and August 13November 12, 20212020, respectively; • ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 2, 2020, January 10, 2020, March 23, 2020, April 1, 2020, April 16, 2020, April 17, 2020, May 15, 2020, May 22, 2020, June 4, 2020, July 16, 2020, August 14, 2020, August 17, 2020, October 15, 2020, November 9, 2020, November 20, 2020, December 10, 2020, December 15, 2020 and January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 1516, 20212020; and • ● The description of the our Registrant’s Common Stock contained in our the Registrant’s Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplementprospectus. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying into, this prospectus, this prospectus supplement, in any future accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information that we file with it into this prospectus supplement and the accompanying prospectusprospectuses, which means that we can disclose important information about us to you by referring you to another document filed separately with those documents. The information incorporated by reference is an important part of this prospectus supplement and the SEC. These other documents contain important information about us, our financial condition and our results of operationsaccompanying prospectuses. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus. You should read carefully prospectuses, and information that we file later with the SEC will automatically update and supersede information incorporated herein by reference because it is an important part of contained in this prospectus supplement and the accompanying prospectusprospectuses. We hereby incorporate by reference the following documents into this prospectus supplementlisted below that we have previously filed with the SEC: • ● Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 312019, 2020 filed with the SEC on March 3116, 2021 and April 30, 2021, respectively2020; • Our ● our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2021 and June 302020, 2021 filed with the SEC on May 1411, 2021 2020, and June 30, 2020, filed with the SEC on August 136, 20212020; ● the information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, respectivelyfiled on April 9, 2020; • Our ● our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15February 7, 2021; and • The description of 2020, March 10, 2020, April 1, 2020, as amended by the our Common Stock contained in our Registration Statement Amendment on Form 8-K/A filed with the SEC on August 18April 21, 2016 pursuant to Section 12(b) 2020, April 7, 2020, May 21, 2020, July 8, 2020 and July 29, 2020 (other than any portions thereof deemed furnished and not filed); and ● the description of Exchange Actour common stock, which description has been updated most recently par value $0.0001 per share, contained in the Registrant’s prospectus our Form 8-A filed with the SEC on November April 14, 2018 pursuant to Rule 424(b) under the Securities Act2015, relating to the Registration Statement on Form S-4, as amended, inclusive of including any amendments amendment or reports report filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all All reports and other documents filed by us that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before until the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness offering of the registration statement) shall securities hereunder will also be deemed considered to be incorporated by reference into this prospectus supplement and the accompanying prospectuses from the respective dates date of the filing of such these reports and documents. Any , and will supersede the information herein; provided, however, that all reports, exhibits and other information that we subsequently file with “furnish” to the SEC that is will not be considered incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement. You may obtain any of the documents incorporated by reference in into this prospectus supplement or the accompanying prospectuses. We undertake to provide without charge to each person (including any beneficial owner) who receives a copy of this prospectus from supplement and the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provideaccompanying prospectuses, free of chargeupon written or oral request, a copy of any all of the preceding documents that are incorporated by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents). You may request a copy of these materials in the manner set forth under the heading “Additional Information,” above. Any statements contained in a document incorporated by reference in this prospectus supplement or and the accompanying prospectus(excluding exhibits prospectuses shall be deemed to such be modified, superseded or replaced for purposes of this prospectus supplement and the accompanying prospectuses to the extent that a statement contained in this prospectus supplement (or in any other subsequently filed document unless an exhibit which also is specifically incorporated by reference in this prospectus supplement and the accompanying prospectuses) modifies, supersedes or replaces such statement. Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this prospectus supplement or the accompanying prospectuses. Statements contained in this prospectus supplement, the accompanying prospectuses and any document incorporated by reference as to the contents of any contract, agreement or other document referred to are not necessarily complete, and in each instance reference is made to the copy of the contract, agreement or other document filed as an exhibit to the registration statements or any incorporated document, each statement being so qualified by this reference. We may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) our common stock, (ii) our preferred stock, which we may issue in one or more series, (iii) warrants, (iv) senior or subordinated debt securities, (v) subscription rights and (vi) units. The debt securities may consist of debentures, notes, or other types of debt. The debt securities, preferred stock, warrants and subscription rights may be convertible into, or exercisable or exchangeable for, common or preferred stock or other securities of ours. The units may consist of any combination of the securities listed above. The aggregate public offering price of the securities that we may offer will not exceed $200,000,000. We will offer the securities in an amount and on terms that market conditions will determine at the time of the offering. Our common stock is listed on the Nasdaq Global Market under the symbol “CRBP.” The last reported sale price for our common stock on April 23, 2020 as quoted on the Nasdaq Global Market was $5.91 per share. You are urged to obtain current market quotations of our common stock. We have no preferred stock, warrants, debt securities, subscription rights or units listed on any market. Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange. Investing in our securities involves risk. You should carefully consider the risks that we refer you to under the section captioned “Risk Factors” in this prospectus on page 2 before buying our securities. Should we offer any of the securities described in this prospectus, we will provide you with the specific terms of the particular securities being offered in supplements to this prospectus. You should read this prospectus and any supplement, together with additional information described under the headings “Additional Information” and “Incorporation of Certain Information by visiting Reference” carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. We may sell these securities directly to our investor relations website at stockholders or to other purchasers or through agents on our behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees, commissions or discounts. ABOUT THIS PROSPECTUS 1 RISK FACTORS 2 PROSPECTUS SUMMARY 1 USE OF PROCEEDS 3 FORWARD-LOOKING STATEMENTS 3 DESCRIPTION OF CAPITAL STOCK 4 THE SECURITIES WE MAY OFFER 4 DESCRIPTION OF DEBT SECURITIES 9 DESCRIPTION OF STOCK WARRANTS 7 DESCRIPTION OF UNITS 15 DESCRIPTION OF SUBSCRIPTION RIGHTS 14 PLAN OF DISTRIBUTION 18 FORMS OF SECURITIES 16 EXPERTS 21 LEGAL MATTERS 21 ADDITIONAL INFORMATION 22 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 22 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 24 ▇▇▇▇://▇▇ Pharmaceuticals Holdings, Inc. is referred to herein as “▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at ,” “the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to Company,” “we,” “us,” and “our,” unless the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇context indicates otherwise. You should may only rely only on the information contained in, or incorporated by reference into the accompanying prospectus, in this prospectus supplement, any future and the accompanying prospectus supplement or any free writing prospectus filed by us with the SECthat we have referred you to. We have not authorized anyone to provide you with different or additional information. We are This prospectus and any prospectus supplement do not offering constitute an offer to sell or soliciting a solicitation of an offer to buy any securities other than the securities offered by this prospectus and the prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where the circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus or any prospectus supplement nor any sale is not permitted. You should not assume made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or that the information in contained by reference to this prospectus supplement, the accompanying or any prospectus or in any document incorporated by reference supplement is accurate correct as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable time after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per shareits date. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “Commission, or SEC”) , using a “shelf” registration process. Under this shelf registration process, we may from time to time offer to sell and sell, in one or more offerings, any combination or all of the securities described in this prospectus in one prospectus, separately or more offerings for together, up to an aggregate offering price of up to $100,000,000200,000,000. This prospectus provides you with a general description of our securities being offered. When we issue the securities which we may offer. Each time we offer securities for salebeing offered by this prospectus, we will provide a prospectus supplement (which term includes, as applicable, the at-the-market sale agreement prospectus filed with the registration statement of which this prospectus forms a part) that contains will contain specific information about the terms of that offering. Any The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, supplement together with additional information described below under the heading “Where You Can Find More Additional Information” and “Incorporation of Certain Information by Reference.” The registration statement following summary highlights some information from this prospectus. It is not complete and does not contain all of the information that contains you should consider before making an investment decision. You should read this entire prospectus, including the “Risk Factors” section on page 2 and the disclosures to which that section refers you, the financial statements and related notes and the other more detailed information appearing elsewhere or incorporated by reference into this prospectus (including the exhibits thereto) contains additional important information about us and before investing in any of the securities we may offer under described in this prospectus. We may file are a Phase 3, clinical stage pharmaceutical company focused on the development and commercialization of novel therapeutics to treat chronic and serious inflammatory and fibrotic diseases with clear unmet medical needs by targeting the SEC certain other legal documents that establish human endocannabinoid system, or ECS. We are developing a pipeline of cannabinoid drug candidates which are rationally designed, synthetic, small molecule drugs which target the terms ECS to treat inflammatory and fibrotic diseases. Our focus on the ECS is backed by an ever-expanding body of knowledge on the biology of the securities offered by this prospectus ECS and its role as exhibits being a master regulator of inflammation and fibrosis. Our lead investigational drug candidate, lenabasum, is a novel, synthetic, oral, cannabinoid type 2 (CB2) agonist designed to documents resolve chronic inflammation, limit fibrosis and support tissue repair. We are currently developing lenabasum to treat four life threatening diseases: systemic sclerosis, or future prospectus supplementsSSc, dermatomyositis, or DM, cystic fibrosis, or CF, and systemic lupus erythematosus, or SLE. You should rely In addition, we are developing a pipeline of experimental drug candidates from our library of novel compounds targeting the ECS. Our pipeline also includes CRB-4001, a second generation, peripherally restricted cannabinoid receptor type 1, or CB1, inverse agonist designed to treat organ specific fibrotic liver diseases, such as nonalcoholic steatohepatitis, or ▇▇▇▇. Our principal executive offices are located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We have included our website address as an inactive textual reference only on and our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in in, and are not considered part of, this prospectus and in any prospectus supplement or amendment heretoprospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you You should not rely on it. We are not making offers to sell our website or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the such information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references making your decision whether to “we,” “us,” “our,” “purchase our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementssecurities.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows following documents filed by us to “incorporate by reference” information into this prospectus supplement and accompanying prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information SEC are incorporated by reference is considered to be a part of in this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectus. We hereby incorporate by reference the following documents into this prospectus supplement: • Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 filed with the SEC on March 31, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to ● our Annual Report on Form 10-K for the year ended December 31, 2020 2019, filed with on March 26, 2020; ● our Quarterly Reports on Form 10-Q for the SEC on quarter ended March 31, 20212020, filed on May 14, 2020, and for the quarter ended June 30, 2020, filed on August 14, 2020; ● our Current Reports on Form 8-K, filed on January 6, 2020, February 12, 2020, March 9, 2020, March 30, 2020, April 24, 2020, May 15, 2020, June 11, 2020, June 18, 2020, August 6, 2020 and September 8, 2020; ● our Definitive Proxy Statement, filed on September 9, 2020; and ● the description of our common stock which is registered under Section 12 of the Exchange Act, in our registration statement on Form 8-A, filed on February 4, 2019, including any amendment or reports filed for the purposes of updating this description. Additionally, We also incorporate by reference all documents filed by us with the SEC under Sections we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), ) after the date of this prospectus supplement and before the termination or completion of the offering of the shares of our common stock included in this offering (including all such prospectus. All documents filed with we file in the SEC future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement this prospectus and prior to the effectiveness termination of the registration statement) shall be offering are also incorporated by reference and are an important part of this prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference into herein shall be deemed to be modified or superseded for the purposes of this prospectus supplement from registration statement to the respective dates of filing of such documents. Any information extent that we a statement contained herein or in any other subsequently file with the SEC that filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as described above will automatically update and supersede any previous information that is so modified or superseded, to constitute a part of this registration statement. We will provide to each person, including any beneficial owner, to whom a prospectus supplement. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of chargeis delivered, a copy of any document or all of the information that has been incorporated by reference in this the prospectus supplement or but not delivered with the accompanying prospectus(excluding prospectus. You may request a copy of these filings, excluding the exhibits to such document unless an exhibit is filings which we have not specifically incorporated by reference in the document) by visiting our investor relations website such filings, at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or no cost, by writing to or calling us at at: This prospectus is part of a registration statement we filed with the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇SEC. You should only rely only on the information or representations contained in, or incorporated by reference into the accompanying prospectus, in this prospectus supplement, and any future accompanying prospectus supplement or any free writing prospectus filed by us with the SECsupplement. We have not authorized anyone to provide you with different or additional informationinformation other than that provided in this prospectus and any accompanying prospectus supplement. We are not offering to sell or soliciting any making an offer to buy any of the securities in any jurisdiction state where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the or any accompanying prospectus or in any document incorporated by reference supplement is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may offer from time to time offer and sell, in one or more offerings under this prospectus, time: ● shares of our common stock, par value $0.0001 0.001 per share (the “Common Stock”), share; ● shares of our preferred stock, par value $0.0001 0.001 per share ("Preferred Stock"), share; ● warrants to purchase such any of the other securities that may be sold under this prospectus; ● rights to purchase any of the other securities that may be sold under this prospectus; and ● units comprised of the foregoing securities in any combination. By means of this prospectus, we are offering $30,000,000 of securities pursuant to General Instruction I.B.6 of Form S-3. As of March 26, 2020, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was $16,703,383, which was calculated based on 7,592,447 shares of Common Stock (outstanding common stock held by non-affiliates and on a price per share of $2.20, the “Warrants”) or units closing price of our common stock on March 26, 2020. Pursuant to purchase General Instruction I.B.6 of Form S-3, in no event will we sell our securities in a combination thereof (public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the "Units") 12-calendar months prior to and including the date of Phunware, Inc. (the “Company”)this prospectus. The securities we offer will have an aggregate initial public offering price of all securities sold under this prospectus will not exceed up to $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering30,000,000. We will provide specific terms of these offerings and any offering, including the price of the securities to the public, in one or more supplements to this prospectus, which . These securities may also supplement, update be offered separately or amend information contained together in this documentany combination and as separate series. You should carefully read this prospectus and any accompanying applicable prospectus supplement, together with the documents we incorporate by reference, supplement and free writing prospectus carefully before you invest in any of these our securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution.” We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectussecurities, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as . The prospectus supplement will also contain more specific information about the specific terms of the plan of distributionoffering. Our Common Stock is listed shares of common stock and warrants trade on the The Nasdaq Capital Market under the symbol “PHUN.” symbols IMAC and IMACW, respectively. On February 9March 26, 20212020, the last reported sale price prices of our common stock and warrants were $2.20 and $0.48, respectively. ABOUT THIS PROSPECTUS II RISK FACTORS 3 IMAC HOLDINGS, INC. 1 RATIO OF EARNINGS TO FIXED CHARGES 4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL 5 USE OF PROCEEDS 4 DESCRIPTION OF WARRANTS 9 DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK AND CERTAIN OTHER OUTSTANDING SECURITIES 5 DESCRIPTION OF UNITS 12 DESCRIPTION OF RIGHTS 11 LEGAL MATTERS 15 PLAN OF DISTRIBUTION 13 WHERE YOU CAN FIND MORE INFORMATION 15 EXPERTS 15 INCORPORATION OF DOCUMENTS BY REFERENCE 15 In this prospectus, except as otherwise indicated, the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (words “IMAC” or the “SEC”) using a Registrant” refer to IMAC Holdings, Inc. and the words “shelfcompany,” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Informationwe,” “us,” “our” and “Incorporation of Certain Information by Reference.ours” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under refer to IMAC Holdings, Inc. together with its consolidated subsidiaries. In this prospectus. We may file with , references to “common stock,” “preferred stock,” “warrants,” “rights” and “units” are to the SEC certain other legal documents that establish the terms common stock and preferred stock of the securities offered IMAC, and warrants, rights or units issued by this prospectus as exhibits to documents or future prospectus supplementsIMAC. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment heretoprospectus. We have not authorized any other person to provide you with different informationinformation that differs from what is contained or incorporated by reference in this prospectus. If anyone provides any person does provide you with different information that differs from what is contained or inconsistent informationincorporated by reference in this prospectus, you should not rely on it. We are This prospectus is not making offers an offer to sell or solicitations the solicitation of an offer to buy any securities other than the securities in any jurisdiction in to which it relates, or an offer or solicitation is in any jurisdiction where offers or sales are not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitationpermitted. This prospectus contains summaries of certain provisions The information contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplementis accurate only as of the date of this prospectus, as well as the information we file or previously filed with the SEC that we incorporate by reference in even though this prospectus may be delivered or any shares may be sold under this prospectus supplement, is accurate as of any date other than its respective on a later date. Our business, financial condition, results of operations operation and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to We “incorporate by reference” information into this prospectus supplement and accompanying prospectuscertain information we file with the SEC, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose documents. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement. Certain information that we subsequently file with the SEC will automatically update and supersede information in this prospectus supplement and accompanying prospectusin our other filings with the SEC. We hereby incorporate by reference the following documents into this prospectus supplement: • Our Annual Report on Form 10-K for the year ended December 31listed below, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 which we have already filed with the SEC on March 31SEC, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed by us future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Act, until all the securities offered by this prospectus supplement have been sold and all conditions to the consummation of such sales have been satisfied, except that we are not incorporating any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of information included in a Current Report on Form 8-K)K that has been or will be furnished (and not filed) with the SEC, after unless such information is expressly incorporated herein by a reference in a furnished Current Report on Form 8-K or other furnished document: • our Annual Report on Form 10-K for the date of this prospectus supplement and before the termination or completion of this offering (including all such documents fiscal year ended February 26, 2022, filed with the SEC after on April 21, 2022; • our Quarterly Reports on Form 10-Q for the date quarters ended May 28, 2022, August 27, 2022 and November 26, 2022, filed with the SEC on June 29, 2022, September 30, 2022 and January 26, 2023, respectively; • portions of our Definitive Proxy Statement on Schedule 14A filed with the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be SEC on June 1, 2022 that are incorporated by reference into this prospectus supplement from Part III of our Annual Report on Form 10-K for the respective dates of filing of such documents. Any information that we subsequently file fiscal year ended February 26, 2022; • our Current Reports on Form 8-K filed with the SEC that is incorporated by reference on February 17, 2022, March 25, 2022, May 27, 2022, June 29, 2022, July 15, 2022, August 31, 2022 (SEC Accession No. 0001193125-22-235268), August 31, 2022 (SEC Accession No. 0001193125-22-234603), September 1, 2022, September 6, 2022, October 18, 2022, October 26, 2022, October 28, 2022, November 2, 2022, November 9, 2022, November 14, 2022, November 16, 2022, November 17, 2022, November 21, 2022, December 6, 2022, December 20, 2022, December 23, 2022, January 5, 2023, January 19, 2023, January 26, 2023, February 6, 2023, February 7, 2023 (SEC Accession No. 0001193125-23-027117), February 7, 2023 (SEC Accession No. 0001193125-23-026124), February 10, 2023, February 14, 2023, March 8, 2023, March 14, 2023, March 23, 2023 and March 30, 2023 (in each case, other than information furnished under Items 2.02 and 7.01); and • the description of our common stock filed as described above will automatically update and supersede any previous information that is part of this prospectus supplementExhibit 4.6 to our Annual Report on Form 10-K for the fiscal year ended February 26, 2022, filed with the SEC on April 21, 2022. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website these filings at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or no cost, by writing or calling us at the following address or telephone numberaddress: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ , telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectusAttention: Investor Relations. We may offer, issue and sell shares of our common stock, warrants or preferred stock from time to time offer and sell, in one or more offerings under this prospectustransactions. These securities may be offered together or separately and in one or more series, shares of common stockif any, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on other terms to be determined at the time of the offeringoffering and described in an accompanying prospectus supplement. You should read this prospectus and any prospectus supplement carefully before you invest. Our common stock is listed on Nasdaq under the symbol “BBBY.” The last reported sale price of our common stock on Nasdaq on February 3, 2023, was $3.05 per share. We will provide specific terms of may offer and sell these offerings and securities in through one or more supplements underwriters, dealers or agents, through underwriting syndicates managed or co-managed by one or more underwriters, or directly to this prospectuspurchasers, which may also supplement, update on a continuous or amend information contained delayed basis. The prospectus supplement for each offering of securities will describe in this documentdetail the plan of distribution for that offering. Investing in the offered securities involves risks. You should carefully read this prospectus and any accompanying prospectus supplement, together with consider the documents we incorporate by reference, before you invest information in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth and the risk factors described in any applicable commissions or discountsprospectus ABOUT THIS PROSPECTUS 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 BED BATH & BEYOND INC. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement4 RISK FACTORS 5 USE OF PROCEEDS 6 DESCRIPTION OF SECURITIES 7 PLAN OF DISTRIBUTION 10 LEGAL MATTERS 12 EXPERTS 12 WHERE YOU CAN FIND MORE INFORMATION, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. INCORPORATION BY REFERENCE 12 This prospectus is part of a an automatic shelf registration statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) using a “shelf” registration process, for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Under this shelf registration process, we may offer to periodically sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000offerings. This prospectus provides you with a general description of the securities which our common stock, warrants and preferred stock that we may offer. Each time we offer securities for salesecurities, we will provide a prospectus supplement that contains will contain specific information about the terms of that offering. Any This prospectus and any accompanying prospectus supplement may also adddo not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which they relate, update or change information contained in this prospectus. You should read both and this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement or amendment hereto. We have do not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers constitute an offer to sell or solicitations the solicitation of an offer to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so where, or to anyone any person to whom whom, it is unlawful to make such an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information contained in this prospectus and any accompanying prospectus supplement is correct on any date after the respective dates of the prospectus and such prospectus supplement or supplements, as applicable, even though this prospectus and such prospectus supplement or supplements are delivered or securities are sold pursuant to the prospectus and such prospectus supplement or supplements at a later date. Since the respective dates of the prospectus contained in this registration statement and any accompanying prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our our business, financial condition, results of operations and prospects may have changed since those dateschanged. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designationsmay also add, as applicableupdate or change information, for the trademarks used including information about us, contained in this prospectus. In Therefore, before making your investment decision, you should carefully read: • this prospectus; • any applicable prospectus supplement, unless which (1) explains the context otherwise requiresspecific terms of the securities being offered and (2) updates and changes information in this prospectus; and • the documents referred to in “Where You Can Find More Information” in this prospectus for information about us, references including our financial statements. References to “we,” “us,” “our,” and the “our company,Company” and “the Company,Bed Bath & Beyond” or “Phunware” refer are references to Phunware, Bed Bath & Beyond Inc. and its consolidated subsidiaries. This prospectus contains forward-looking statements , unless it is clear from the context that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”we mean only Bed Bath & Beyond Inc.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” reference much of the information into this prospectus supplement and accompanying prospectusthat we file with the SEC, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose publicly available documents. The information incorporated that we incorporate by reference in this prospectus supplement is considered to be a part of this prospectus supplement and accompanying prospectussupplement. You should read carefully the information incorporated herein Because we are incorporating by reference because it is an important part of future filings with the SEC, this prospectus supplement is continually updated and accompanying prospectusthose future filings may modify or supersede some of the information included or incorporated by reference in this prospectus supplement. We hereby This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the following documents into statements in this prospectus supplement: • Our Annual Report on Form 10-K for supplement or in any document previously incorporated by reference have been modified or superseded. This prospectus supplement incorporates by reference the year ended December 31, 2020 documents listed below and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 filed with the SEC on March 31, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed by us future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than any those documents or the portions of filings that are those documents furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-Kfiled), from and after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of which the registration statement on Form S-3 that we have filed with the SEC, of which registers the securities offered by this prospectus supplement and the accompanying prospectus under forms a part is initially filed with the Securities Act. The SEC and prior to the effectiveness of such registration statement, including until the exhibits to it, contains additional relevant information about us. The rules and regulations offering of the SEC allow us to omit some information included in securities under the registration statement from of which this prospectus supplement and the accompanying prospectus. The Company files reportsprospectus forms a part is terminated or completed: • our Annual Report on Form 10-K for the year ended December 31, proxy statements and other information 2022, filed with the SEC as required by on March 30, 2023; • the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section portions of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials Definitive Proxy Statement on Schedule 14A (other than information furnished rather than filed) that we file electronically with the SEC, including are incorporated by reference into our Annual Reports Report on Form 10-K, filed with the SEC on April 27, 2023; • our Quarterly Reports on Form 10-QQ for the quarters ended March 31, 2023 and June 30, 2023, filed with the SEC on May 11, 2023 and August 11, 2023, respectively; • our Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously K filed with the SEC that we incorporate by reference on January 12, 2023, February 7, 2023, March 9, 2023, March 23, 2023, April 19, 2023, April 27, 2023, May 10, 2023, June 9, 2023, June 15, 2023, July 25, 2023, September 21, 2023 and October 3, 2023; and • the description of our common stock contained in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, Exhibit 4.6 to our Annual Report on Form 10-K for the trademarks used in this prospectus. In this prospectusyear ended December 31, unless 2022 (as filed with the context otherwise requiresSEC on March 30, references to “we,” “us,” “our,” “our company,” “2023), including any amendments or reports filed for the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number purpose of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementsupdating such description.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” the information into this prospectus supplement and accompanying prospectuswe file with them, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose documents. The information incorporated by reference is considered to be a part of the accompanying base prospectus, and information that we file later with the SEC will automatically update and supersede this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectusinformation. We hereby incorporate by reference the following documents into this prospectus supplementlisted below: • Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 312022, 2020 filed with the SEC on March 3124, 2021 and April 30, 2021, respectively2023; • Our Quarterly Reports on Form 10-Q for the quarters quarter ended March 31, 2021 and June 302023, 2021 filed with the SEC on May 148, 2021 2023, for the quarter ended June 30, 2023, filed with the SEC on August 8, 2023 and August 13for the quarter ended September 30, 20212023, respectivelyfiled with the SEC on November 7, 2023; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20on February 6, 20212023, February March 17, 2023, April 27, 2023; May 30, 2023 September 1, 2023, September 28, 2023, October 30, 2023, November 13, 2023, November 15, 2023; November 16, 20212023; November 17, February 2023; December 21, 2023; January 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 2024; and January 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 2024 (other than any portions thereof deemed furnished and October 19. 2021not filed); • Our Definitive Proxy Statement on Schedule 14A 14A, filed with the SEC on October 15April 19, 20212023; and • The description of the our Common Stock common stock, par value $0.0001 per share, contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 3124, 20212023, including any amendment or report filed for the purpose of updating such description. Additionallyln addition, all filed information contained in reports and documents filed by us with the SEC under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant subsequent to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) offering, shall be deemed to be incorporated by reference into in this prospectus supplement from the respective dates of filing of such documentssupplement. Any information that we subsequently file with the SEC that is statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as described above will automatically update and supersede any previous information that is so modified or superseded, to constitute a part of this prospectus supplement. You may obtain We will provide, without charge, to each person to whom a copy of this prospectus supplement is delivered, including any beneficial owner, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus herein, including exhibits. Requests should be directed to: In addition, you may obtain a copy of these filings from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference as described in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus PS-20 We may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (including the exhibits theretoi) contains additional important information about us and the securities our common stock, (ii) our preferred stock, which we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents issue in one or future prospectus supplements. You should rely only on the information contained more series, (iii) warrants, (iv) senior or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent informationsubordinated debt securities, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”(v) subscription rights and

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectusfrom other documents that we file with it, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose documents. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus. You should read carefully the Information in this prospectus supplement supersedes information incorporated herein by reference because it is an important part that we filed with the SEC prior to the date of this prospectus supplement and accompanying prospectussupplement. We hereby incorporate by reference the following documents into this prospectus supplementlisted below that we have previously filed with the SEC: • · Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 312020, 2020 filed with the SEC on March 31, 2021 and April 3016, 2021, respectivelyas amended by thatForm 10-K/A, filed with the SEC on April 28, 2021; • · Our Quarterly Reports Report on Form 10-Qfor the quarter ended March 31, 2021, filed with the SEC on May 11, 2021; · Our Quarterly Report on Form 10-Q for the quarters quarter ended March 31, 2021 and June 30, 2021 2021, filed with the SEC on May 14August 12, 2021 and August 132021; · Our Quarterly Report on Form 10-Qfor the quarter ended September 30, 2021, respectivelyfiled with the SEC on November 12, 2021; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February on July 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12July 28, 2021, October 15, 2021 2021, and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15November 16, 2021; and • · The description of the our Common Stock contained included in our Registration Statement on Form onForm 8-A A, filed on November 1, 2016. All documents we file with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Act, except as to any portions portion of filings any report or documents that are furnished rather than is not deemed filed pursuant to Items 2.02 and 7.01 of a Current Report under such provisions, on Form 8-K), or after the date of this prospectus supplement and before until the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement. You may obtain any of the documents incorporated by reference in this prospectus supplement or and the accompanying prospectus and to be a part of this prospectus supplement from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇date of filing of those documents. You may also request and we We will provideprovide to each person, free including any beneficial owner, to whom a copy of chargethis prospectus supplement is delivered, a copy of any document or all of the information that has been incorporated by reference in this prospectus supplement or but not delivered with this prospectus supplement (other than the accompanying prospectus(excluding exhibits to such document unless an exhibit is documents which are not specifically incorporated by reference in therein); we will provide this information at no cost to the document) by visiting our investor relations website requester upon written or oral request to: Corporate Secretary at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: PhunwareXenetic Biosciences, Inc. Attention: Investor Relations ▇▇Inc., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇ ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, or (▇▇▇▇://) ▇▇▇.▇▇▇▇-▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectus. We hereby incorporate by reference the following documents into this prospectus supplementprospectus: • ● Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 filed with the SEC on March 31, 2021 and 2021, as amended byForm 10-K/A filed with the SEC on April 30, 2021, respectively; • ● Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and June September 30, 2021 filed with the SEC on May 14, 2021, August 13, 2021 and August 13November 12, 2021, respectively; • ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and 2021, October 19. 2021, October 28, 2021, November 15, 2021, November 18, 2021 and December 7, 2021; • ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 15, 2021; and • ● The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 4.15 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplementprospectus. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying into, this prospectus, this prospectus supplement, in any future accompanying prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows SEC’s rules allow us to “incorporate by reference” information into this prospectus supplement and accompanying prospectus, which means that we can disclose important information about us to you by referring you to another document separately filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered deemed to be a part of this prospectus supplement prospectus, and accompanying prospectussubsequent information that we file with the SEC will automatically update and supersede that information. You should read carefully The documents listed below have been filed by us under the information Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC and are incorporated herein by reference because it is an important part of in this prospectus supplement and any accompanying prospectus. We hereby incorporate by reference the following documents into this prospectus supplement: • Our Annual Report on Form 10-K for the year ended December 31, 2020 and 2022, filed on February 27, 2023 (as amended by our Annual Report on Form 10-K (Amendment No. 1) K/A for the year ended December 31, 2020 2022, filed on June 29, 2023); • Our Proxy Statement on Schedule 14A for our 2023 Annual Meeting of Shareholders, filed with the SEC on March April 6, 2023 (with respect to the information contained therein that is incorporated by reference in Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and April 30, 2021, respectively2022); • Our Quarterly Reports on Form 10-Q for the quarters quarter ended March 31, 2021 and 2023, filed onApril 28, 2023, for the quarter ended June 30, 2021 2023, filed with on August 4, 2023, and for the SEC quarter ended September 30, 2023, filed on May 14November 7, 2021 and August 13, 2021, respectively2023; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 209, 20212023, February 16, 2021, February 18, 2021, March May 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 2023 and November 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 20212023; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock common shares contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) inExhibit 4.2 of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 2019 (filed with the SEC on March 31February 19, 2021. Additionally, all documents filed by us with the SEC under Sections 13(a2020), 13(c), 14 or 15(d) of which updated the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report description thereof contained in our Registration Statement on Form 8-K), after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents A initially filed with the SEC after on May 13, 1993, including any amendments or reports filed for the date purpose of updating such description; and • The description of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement. You may obtain any of the documents incorporated by reference depositary shares contained in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports Registration Statement on Form 8-KA, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or on December 7, 1993, including any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations subsequently filed amendments and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, reports filed for the trademarks used in this prospectus. In this prospectus, unless purpose of updating the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementsdescription.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows SEC’s rules allow us to “incorporate by reference” information into this prospectus supplement and accompanying prospectus, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered deemed to be a part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus supplement and accompanying prospectus. You should read carefully the information or a previously filed document incorporated herein by reference because it is an important part will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement. This prospectus and any accompanying prospectus supplement and accompanying prospectus. We hereby incorporate by reference the following documents into this prospectus supplement: • Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 set forth below that have previously been filed with the SEC on March 31, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to SEC: ● our Annual Report on Form 10-K for the year ended December 31, 2020 2022, filed with the SEC on March 8, 202,3and as amended on April 27, 2023; ● the information specifically incorporated by reference into ourAnnual Report on Form 10-K for the year ended December 31, 2021. Additionally2022 from our Definitive Proxy Statement on Schedule 14A, all documents filed by us with the SEC on June 1, 2023; ● our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the SEC onMay 15, 2023, for the fiscal quarter ended June 30, 2023, filed with the SEC on August 14, 2023 and for the fiscal quarter ended September 30, 2023, filed with the SEC on November 14, 2023; ● our Current Reports on Form 8-K filed with the SEC onApril 3, 2023, April 10, 2023, May 8, 2023, June 30, 2023, July 10, 2023, July 14, 2023, August 22, 2023, December 8, 2023, and January 3, 2024; and ● the description of our capital shares set forth inExhibit 4.4 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, together with any amendment or report filed with the SEC for the purpose of updating such description. Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated by reference in this prospectus or any prospectus supplement. All documents that we file pursuant to Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act (other than any such documents or portions of filings thereof that are deemed to have been furnished rather than and not filed pursuant to Items 2.02 and 7.01 in accordance with the rules of a Current Report on Form 8-Kthe SEC), after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement hereof and prior to the effectiveness termination of the registration statement) an offering of securities under this prospectus shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above and will automatically update and supersede the information in this prospectus, the applicable prospectus supplement and any previous information previously filed documents. We will provide to each person, upon written or oral request, including any beneficial owners, to whom a prospectus is delivered, a copy of any or all of the reports or documents that is part of have been incorporated by reference in this prospectus supplementprospectus, but not delivered with the prospectus. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇the address provided above. You also may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding (excluding any exhibits to such document those documents, unless an the exhibit is specifically incorporated by reference in the this document) by visiting our investor relations website ), at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or no cost, by writing or calling telephoning us at the following address or telephone and phone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ M4S 3E2 (▇▇▇) ▇▇▇-▇▇▇▇ Due We may from time to time offer and sell our common shares, preferred shares, subscription receipts, debt securities, warrants and units (collectively, the “Securities”) separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in one or more prospectus supplements. These Securities may be offered and sold in the United States and elsewhere where permitted by law. We will provide the specific terms of these Securities in supplements to this prospectus that will be delivered to purchasers together with this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest in the Securities. We may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly or through agents. See “Plan of Distribution”. The prospectus supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, as the case may be, engaged by us in connection with the offering and sale of Securities, and will set forth the terms of the offering of such Securities, including the method of distribution of such Securities, the public offering price, the proceeds to us, any fees, discounts or other compensation payable to underwriters, dealers or agents, and any other material terms of the plan of distribution. Securities may be sold from time to time in one or more transactions at a fixed price or fixed prices, or at non-fixed prices. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our common shares are listed on the Nasdaq under the symbol “PMN.” On September 19, 2023, the closing sale price of our common shares as reported on Nasdaq was $2.10. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and, as such, have elected to comply with certain reduced disclosure and regulatory requirements. Our business and investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus along with the risk factors described in the applicable prospectus supplement pertaining to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents Securities and the other information contained in and incorporated by reference can be made via email in this prospectus and in the applicable prospectus supplement before purchasing the Securities offered hereby. See “Where You Can Find More Information”. This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using the “shelf” registration process. Under this shelf registration process, we may, from time to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇time, sell any combination of the Securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the Securities that we may offer. Each time we sell Securities, we will provide one or more prospectus supplements that will contain specific information about the terms of that offering of Securities. The applicable prospectus supplement may also add, update or change information contained in this prospectus. Before purchasing any Securities, you should carefully read this prospectus and any applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.▇▇▇. ” You should rely only on the information contained in, in or incorporated by reference into the accompanying in this prospectus, this prospectus supplement, any future the accompanying prospectus supplement or in any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are This prospectus and the accompanying prospectus supplement do not offering constitute an offer to sell or soliciting any the solicitation of an offer to buy any securities other than the securities described in the accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any jurisdiction where the circumstances in which such offer or sale solicitation is not permittedunlawful. You should not assume that the information appearing in this prospectus, any prospectus supplement, the accompanying prospectus or in any document documents incorporated by reference and any related free writing prospectus is accurate only as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective datedates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. The Phunware design logo Unless otherwise indicated, all references to “$” or “US$” in this registration statement/prospectus refer to U.S. dollars, and all references to “C$” refer to Canadian dollars. We own or have rights to trademarks, trade names and service marks that we use in connection with the Phunware mark operation of our business. In addition, our name, logos and website name and address are our trademarks or service marks. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this prospectus are listed without the applicable ®, ™ and SM symbols, but we will assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and service marks. Other trademarks, trade names and service marks appearing in this prospectus are the property of Phunwaretheir respective owners. We obtained the industry and market data used throughout this prospectus from our own internal estimates and research, Inc. Trade namesas well as from independent market research, trademarks industry and service marks general publications and surveys, governmental agencies, publicly available information and research, surveys and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data and our knowledge of other companies that may appear our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which this data is derived. In addition, while we believe the industry and market data included in this prospectus is reliable and based on reasonable assumptions, such data involve material risks and other uncertainties and are subject to change based on various factors, including those risks discussed in our filings incorporated herein by reference. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties or any prospectus supplement are by us. Unless the property of their respective holders. We have omitted the ® and ™ designationscontext indicates otherwise, as applicable, for the trademarks used references in this prospectus. In this prospectus, unless prospectus to the context otherwise requires, references to “Company,” “ProMIS,” “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” and similar terms refer to Phunware, ProMIS Neurosciences Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementsconsolidated subsidiary.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectusmuch of the information we file with the SEC, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose publicly available documents. The information incorporated that we incorporate by reference in this prospectus is considered to be a part of this prospectus supplement prospectus. These documents may include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and accompanying prospectusCurrent Reports on Form 8-K, as well as proxy and information statements. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectus. We hereby incorporate This prospectus incorporates by reference the following documents into this prospectus supplementlisted below, other than those documents or the portions of those documents deemed to be furnished and not filed in accordance with SEC rules: • Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 filed with the SEC on March 31, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to ● our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 2020, filed with the SEC on March 31, 2021. Additionally; ● our Quarterly Report on Form 10-Q for the quarter ended March 31, all documents 2021, filed by us with the SEC on May 13, 2021; ● our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on August 16, 2021; ● our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on November 15, 2021; ● our Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 3, 2021; ● our Current Reports on Form 8-K filed with the SEC on January 6, 2021, March 15, 2021, March 16, 2021, April 30, 2021, June 4, 2021, August 12, 2021, August 20, 2021, October 4, 2021, and October 22, 2021; and ● the description of our securities contained in Exhibit 4.17 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on May 14, 2020, including any amendment or report filed for the purpose of updating such description. We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K, and exhibits filed on such form that are related to such items, unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before but prior to the termination or completion of the offering, and such future filings will become a part of this offering (including all prospectus from the respective dates that such documents are filed with the SEC after the date of the initial registration SEC. Any statement and prior to the effectiveness of the registration statement) contained herein, or in a document incorporated by reference herein, shall be deemed to be incorporated by reference into this modified or superseded for purposes hereof or of the related prospectus supplement from to the respective dates of filing of extent that a statement contained herein or in any other subsequently filed document which is also incorporated herein modifies or supersedes such documentsstatement. Any information that we subsequently file with the SEC that is incorporated by reference such statement so modified or superseded shall not be deemed, except as described above will automatically update and supersede any previous information that is so modified or superseded, to constitute a part of this prospectus supplementprospectus. You may obtain any copies of the documents incorporated by reference in this prospectus free of charge by requesting them in writing or by telephone at the following address: We may offer and sell up to $75,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement or to this prospectus that contains specific information about the accompanying prospectus from offering and the SEC through amounts, prices and terms of the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇securities. You The supplement may also request and we will provideadd, free of charge, a copy of any document incorporated by reference update or change information contained in this prospectus supplement or the accompanying prospectus(excluding exhibits with respect to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇that offering. You should rely only on carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information contained inset forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. Our common stock is listed on The Nasdaq Capital Market under the symbol “VERB.” On January 14, 2021 the last reported sale price of our common stock on The Nasdaq Capital Market was $1.88 per share. About this Prospectus ii Risk Factors 1 About Verb Technology Company, Inc. 1 Use of Proceeds 2 Special Note Regarding Forward-Looking Statements 2 Description of Capital Stock 3 Description of Debt Securities 13 Description of Warrants 20 Description of Subscription Rights 21 Global Securities 22 Description of Units 26 Plan of Distribution 26 Legal Matters 28 Experts 28 Where You Can Find More Information 28 Incorporation of Certain Information by Reference i 29 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or incorporated by reference into the accompanying SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $75,000,000 as described in this prospectus. This prospectus provides you only with a general description of the securities that we may offer. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus supplement, any future accompanying that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or any free writing prospectus filed by us may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the SEC. additional information described under the heading “Where You Can Find More Information.” We have not authorized anyone to provide you with different any information or additional informationto make any representations other than those contained in, or incorporated by reference in, this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We are take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not offering make an offer to sell or soliciting any offer to buy any these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus supplementand the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the accompanying prospectus or information appearing in any document applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, unless we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective dateindicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references When we refer to “weVerb,” “uswe,” “our,” “our companyus” and the “Company” in this prospectus, we mean Verb Technology Company, Inc., and its consolidated subsidiaries unless otherwise specified. When we refer to “you,” “we mean the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number potential holders of risks and uncertainties, many the applicable series of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementssecurities.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” reference the information into this prospectus supplement and accompanying prospectuswe file with it, which means that we can disclose important information about us to you by referring you to another document that we have filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectussupplement. We hereby incorporate by reference the following information or documents into this prospectus supplement: • Our that we have filed with the SEC (Commission File No. 001-36467): · our Annual Report on Form 10-K for the our fiscal year ended December 31, 2020 and 2019 (filed on March 13, 2020), including the information specifically incorporated by reference in the Annual Report on Form 10-K (Amendment No. 1) from our definitive proxy statement for the year ended December 312020 Annual Meeting of Stockholders, 2020 filed with the SEC on March 31April 22, 2021 and April 30, 2021, respectively2020; • Our · our Quarterly Reports on Form 10-Q for the our fiscal quarters ended March endedMarch 31, 2021 2020 (filed on May 7, 2020) and June 30, 2021 2020 (filed on August 5, 2020); · our Current Reports on Form 8-K, dated February 6, 2020 (filed on February 7, 2020); dated February 10, 2020 (filed on February 12, 2020); dated February 12, 2020 (filed on February 14, 2020); dated March 17, 2020 (filed on March 18, 2020); and dated June 9, 2020 (filed on June 10, 2020); and · the description of our common stock contained in our registration statement onForm 8-A, as filed with the SEC on May 1427, 2021 and August 132014, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 . Any information in any of the foregoing documents will automatically be deemed to our Annual Report on be modified or superseded to the extent that information in this prospectus supplement or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces such information. We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 108-K for the year ended December 31, 2020 and exhibits filed on such form that are related to such items) made with the SEC on March 31, 2021. Additionally, all documents filed by us with the SEC under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than Act, including all such reports filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement until the completion or termination of the offering of the securities made by this prospectus supplement. Information in such future filings updates and before supplements the termination or completion of information provided in this offering (including all prospectus supplement. Any statements in any such documents future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements. We will furnish without charge to each person to whom a copy of this prospectus supplement is delivered, upon written or oral request, a copy of the documents that have been incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding including exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇these documents. You should rely only on direct any requests for copies to: From time to time, we may offer and sell up to $50,000,000 of any combination of the information contained in, or incorporated by reference into the accompanying securities described in this prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus either individually or in any document incorporated by reference is accurate as of any date combination with other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectussecurities. We may from time to time also offer and sellcommon stock or preferred stock upon conversion of debt securities, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares stock upon conversion of preferred stock, par value $0.0001 per share ("Preferred Stock")or common stock, warrants to purchase such shares preferred stock or debt securities upon the exercise of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offeringwarrants. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in authorize one or more offerings for an aggregate offering price of up free writing prospectuses to $100,000,000be provided to you in connection with these offerings. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a The prospectus supplement that contains specific information about the terms of that offering. Any and any related free writing prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read both this prospectus, the applicable prospectus supplement and any prospectus supplementrelated free writing prospectus, including all as well as any documents incorporated herein or therein by reference, together with before buying any of the securities being offered. Our common stock is traded on The Nasdaq Capital Market under the symbol “RESN.” On November 9, 2018, the last reported sale price of our common stock on The Nasdaq Capital Market was $3.23. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on The NASDAQ Capital Market or other securities exchange of the securities covered by the applicable prospectus supplement. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. The securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information described below under on the methods of sale, you should refer to the section titled “Where You Can Find More InformationPlan of Distribution” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under in this prospectus. We may file If any agents or underwriters are involved in the sale of any securities with the SEC certain other legal documents that establish the terms of the securities offered by respect to which this prospectus as exhibits is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to documents or future the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplementssupplement. The date of this prospectus is November 29, 2018. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 3 RESONANT INC. 4 RISK FACTORS 5 FORWARD-LOOKING STATEMENTS 5 THE SECURITIES WE MAY OFFER 6 USE OF PROCEEDS 9 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 12 DESCRIPTION OF WARRANTS 19 DESCRIPTION OF UNITS 21 LEGAL OWNERSHIP OF SECURITIES 22 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 27 EXPERTS 27 WHERE YOU CAN FIND MORE INFORMATION 28 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 28 You should rely only on the information contained that we have provided or incorporated by reference in this prospectus and in prospectus, any applicable prospectus supplement or amendment heretoand any related free writing prospectus that we may authorize to be provided to you. We have not authorized any other person anyone to provide you with different information. If anyone provides you with different No dealer, salesperson or inconsistent informationother person is authorized to give any information or to represent anything not contained in this prospectus, you should any applicable prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. You must not rely on it. We are not making offers to sell any unauthorized information or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitationrepresentation. This prospectus contains summaries of certain provisions contained in some of is an offer to sell only the documents described hereinsecurities offered hereby, but reference only under circumstances and in jurisdictions where it is made lawful to actual documents for complete information. All summaries are qualified in their entirety by the actual documentsdo so. You should not assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus supplement, is accurate only as well as of the date on the front of the document and that any information we file or previously filed with the SEC that we incorporate have incorporated by reference in this prospectus or any prospectus supplement, is accurate only as of any the date other than its respective date. Our businessof the document incorporated by reference, financial condition, results regardless of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property time of Phunware, Inc. Trade names, trademarks and service marks delivery of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requiresany applicable prospectus supplement or any related free writing prospectus, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to any sale of a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementssecurity.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectus, which means that we can disclose important information about us by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectus. We hereby incorporate by reference the following documents into this prospectus supplement: • ● Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 2023 filed with the SEC on March 3115, 2021 and April 30, 2021, respectively2024; • ● Our Quarterly Reports Report on Form 10-Q for the quarters quarter ended March 31, 2021 and June 30, 2021 2024 filed with the SEC on May 14, 2021 and August 13, 2021, respectively2024; • ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC on January 204, 2021, February 16, 2021, February 2024; January 18, 20212024; January 23, March 192024; January 24, 2021, March 25, 2021, March 2024; January 26, 20212024; February 9, 2024; February 9, 2024; February 28, 2024; March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 20212024; March 14, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 20212024; and • May 9, 2024; and ● The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 4.15 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding prospectus (excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 78701 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("the “Preferred Stock"”), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "“Units"”) of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000200,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 98, 20212022, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 3.44 per share. About this Prospectus 1 Cautionary Note Regarding Forward-Looking Statements 2 The Company 3 Risk Factors 5 Description of the Securities that may be Offered 6 Use of Proceeds 13 Plan of Distribution 14 Legal Matters 17 Experts 17 Incorporation of Certain Information by Reference 18 Where You Can Find More Information 19 This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000200,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “"incorporate by reference” " the information into this prospectus supplement and accompanying prospectuswe file with it, which means that we can disclose important information about us to you by referring you to another document filed separately with those documents instead of having to repeat the SEC. These other documents contain important information about us, our financial condition in this prospectus supplement and our results of operationsthe accompanying prospectus. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus, and later information that we file with the SEC will automatically update and supersede this information. You should read carefully the information incorporated herein We incorporate by reference because it is an important part the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until the termination of the offering of the shares covered by this prospectus supplement and the accompanying prospectus. We hereby incorporate by reference the following documents into this prospectus supplement: • Our Annual Report (other than information furnished under Item 2.02 or Item 7.01 or related exhibits furnished pursuant to Item 9.01 of Form 8-K): § our annual report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 312019, 2020 filed with the SEC on March 3111, 2021 and 2020, including the information specifically incorporated by reference therein from our definitive proxy statement on Schedule 14A, filed on April 3029, 2021, respectively2020; • Our Quarterly Reports § our quarterly reports on Form 10-Q for the quarters ended March 31, 2021 and June 302020, 2021 filed with the SEC on May 14, 2021 2020, and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March June 30, 20212020, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 1812, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus 2020; § our current reports on Form 8-K filed with the SEC on November 14May 21, 2018 pursuant 2020, June 16, 2020, July 8, 2020 and July 16, 2020 (only with respect to Rule 424(b) under Item 8.01); and § the Securities Act, relating to the Registration Statement description of our Class A common stock set forth in our registration statement on Form S-48-A, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31June 10, 2021. Additionally, all documents We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed by us on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K)Act, after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC those made after the date of the initial registration statement and prior to the effectiveness filing of the registration statement) shall be deemed to be incorporated by reference into statement of which this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination of the offering of the securities made by this prospectus supplement, which will become a part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under from the Securities Actdate that such documents are filed with the SEC. The registration statement, including Information in such future filings updates and supplements the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included provided in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy Any statements in any such future filings will automatically be deemed to modify and other supersede any information in any document we previously filed with the SEC as required that is incorporated or deemed to be incorporated herein by reference to the Exchange Actextent that statements in the later-filed document modify or replace such earlier statements. You can read We will furnish without charge to each person, including any beneficial owner, to whom a prospectus supplement and the Company’s filings accompanying prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated by reference into this prospectus supplement and the accompanying prospectus but not delivered with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials including exhibits that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not specifically incorporated by reference intointo such documents. You should direct any requests for documents to: We may, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time time, offer and sell, sell up to $300,000,000 of any combination of the securities described in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) either individually or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amountscombination, at prices and on terms determined described in one or more supplements to this prospectus. We may also offer Class A common stock or preferred stock upon conversion of debt securities, or Class A common stock upon conversion of preferred stock, or Class A common stock, preferred stock or debt securities upon exercise of warrants. To the extent shares of our common stock are purchased by certain investors, such shares may initially be issued in the form of Class B common stock that will be convertible into an equivalent number of shares of our Class A common stock. The public offering price of and underwriting discount, if any, on such shares of Class B common stock will be identical to the shares of Class A common stock otherwise offered hereby. References to Class A common stock being offered hereby include the shares of Class A common stock into which shares of our Class B common stock purchased in this offering are convertible. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote and shares of Class B common stock are non-voting, except as may be required by law. Each share of Class B common stock may be converted at any time into one share of Class A common stock at the time option of its holder, subject to the ownership limitations provided for in our amended and restated certificate of incorporation. This prospectus describes some of the offeringgeneral terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in authorize one or more offerings for an aggregate offering price of up free writing prospectuses to $100,000,000be provided to you in connection with these offerings. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a The prospectus supplement that contains specific information about the terms of that offering. Any and any related free writing prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as the documents incorporated by reference, before buying any of the securities being offered. This prospectus may not be used to consummate a sale of securities unless accompanied by a prospectus supplement. Securities may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled "Plan of Distribution" in this prospectus and in the applicable prospectus supplement. If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters and any applicable discounts or commissions will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol "BCEL." On July 1, 2020, the last reported sale price of our Class A common stock on the Nasdaq Global Select Market was $22.10 per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on the Nasdaq Global Select Market or other securities exchange of the securities covered by the prospectus supplement. We are an "emerging growth company" under the federal securities laws and are subject to reduced public company reporting requirements. About this Prospectus i The Securities We May Offer 6 Forward-Looking Statements 10 Legal Ownership of Securities 28 Legal Matters 35 This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, using a "shelf" registration process under the Securities Act of 1933, as amended, or the Securities Act. Under this shelf registration statement, we may sell from time to time in one or more offerings up to a total dollar amount of $300,000,000 of Class A common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or in combination with other securities as described in this prospectus. This prospectus provides you with a general description of the securities we may offer. Each time we sell any type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. We may also add, update or change in a prospectus supplement or free writing prospectus any of the information contained in this prospectus or in the documents we have incorporated by reference into this prospectus. You should carefully read both this prospectus and the applicable prospectus supplement and any prospectus supplement, including all documents incorporated herein or therein by referencerelated free writing prospectus, together with the additional information described below under “"Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms ," before buying any of the securities offered being offered. This prospectus may not be used to consummate a sale of securities unless accompanied by a prospectus supplement. We have not authorized anyone to provide you with any information other than contained in, or incorporated by reference into, this prospectus and the applicable prospectus supplement, along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We take no responsibility for, and can provide no assurance as exhibits to documents or future the reliability of, any other information that others may give you. This prospectus supplementsis an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should rely only on not assume that the information contained in or incorporated by reference in this prospectus and in or any prospectus supplement or amendment heretoin any such free writing prospectus is accurate as of any date other than their respective dates. We Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains and incorporates by reference market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not authorized any other person to provide you with different independently verified this information. If anyone provides you with different or inconsistent informationAlthough we are not aware of any misstatements regarding the market and industry data presented in this prospectus and the documents incorporated herein by reference, you these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. Accordingly, investors should not rely place undue reliance on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitationthis information. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled "Where You should not assume that Can Find More Information." Except as otherwise indicated herein or as the information context otherwise requires, references in this prospectus to "Atreca," "the company," "we," "us," "our" and similar references refer to Atreca, Inc., a corporation under the laws of the State of Delaware. This prospectus and the information incorporated herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holdersowners. We are a clinical-stage biopharmaceutical company utilizing our differentiated platform to discover and develop novel antibody-based immunotherapeutics to treat a range of solid tumor cancers. Although existing cancer therapies, including the evolving class of cancer immunotherapeutics, have advanced significantly over recent years, cancer remains the second leading cause of death in the United States. While more traditional oncology drug discovery approaches attempt to generate antibodies against known targets, our approach relies on the human immune system to direct us to unique antibody-target pairs from patients experiencing a clinically meaningful, active immune response against their tumors. These unique antibody-target pairs represent a potentially novel and previously unexplored landscape of immuno-oncology targets. We believe the fact that our approach has the potential to deliver novel immuno-oncology targets provides us with a significant competitive advantage over traditional approaches which focus on the targets that many companies are aware of and can pursue. As of July 1, 2020, we have utilized our drug discovery approach to identify over 1,800 distinct human antibodies that bind preferentially to tumor tissue from patients who are not the source of the antibody. Our lead product candidate, ATRC-101, is a monoclonal antibody with a novel mechanism of action and target, engineered from an antibody identified using our discovery platform. ATRC-101 reacts in vitro with a majority of human ovarian, non-small cell lung, colorectal and breast cancer tissue samples from multiple patients. It has demonstrated robust anti-tumor activity as a single agent in multiple preclinical models, including one model in which PD-1 checkpoint inhibitors typically display limited activity. We have omitted initiated a Phase 1b clinical trial in patients with select solid tumors in which the ® first patient was dosed in February 2020. Our efforts beyond ATRC-101 are focused on expanding our clinical pipeline by advancing additional product candidates using our large library of "hit" antibodies that bind preferentially to tumor tissue across patients. To that end, via internal efforts and ™ designationspartnerships, we are both continuing to develop our platform and combining the novel antibodies that are generated by our platform with antibody "weaponization" technologies. ATRC-101 is a monoclonal antibody derived from an antibody identified using our discovery platform in the active immune response of a patient. We believe that ATRC-101 may have broad potential as applicablean immunotherapeutic agent in a range of solid tumors. ATRC-101 reacts in vitro with a majority of human ovarian, non-small cell lung, colorectal, breast cancer and acral melanoma samples from multiple patients. Furthermore, there were no signals of toxicological significance observed across a range of normal human tissues assessed in vitro for ATRC-101 reactivity. Both the trademarks used in this prospectus. In this prospectusmechanism of action of ATRC-101, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” which we refer to Phunwareas Driver Antigen Engagement, Inc. and its subsidiariestarget appear unlike those of other anti-tumor antibodies that have been or are currently in clinical development. This prospectus contains forward-looking statements We have identified the target of ATRC-101 as a ribonucleoprotein, or RNP, complex. Although RNP complexes typically are intracellular, flow cytometry analysis of dissociated tumor tissue from multiple mouse tumor models indicated that are subject the target of ATRC-101 can be found extracellularly. Multiple lines of evidence indicate that ATRC-101 binds to a number polyadenylate-binding protein, or PABP, family member within its target RNP complex, and that a differentiated form of risks PABP-1 is present within its target RNP complex. We believe that the cellular response to stress is involved in generating the target of ATRC-101, including the stress induced by chemotherapeutics, and uncertaintiesthe chemotherapeutic doxorubicin induced the target of ATRC-101 in tumor tissue preclinically in vivo. ATRC-101 has demonstrated robust anti-tumor activity as a single agent in multiple preclinical syngeneic tumor models, many including a model of the T cell-excluded phenotype, in which are beyond our controlPD-1 checkpoint inhibitors typically display limited activity. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”ATRC-101 has also demonstrated preclinical act

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC Securities and Exchange Commission allows us to “incorporate by reference” the information into this prospectus supplement we file with the Securities and accompanying prospectus, which Exchange Commission. This means that we can disclose important information about us to you by referring you to another document filed separately with the SECdocument. These other documents contain important Any information about us, our financial condition and our results of operations. The information incorporated by reference referred to in this way is considered to be a part of this prospectus supplement from the date we file that document. Any reports filed by us with the Securities and accompanying prospectus. You should read carefully Exchange Commission after the information incorporated herein by reference because it is an important part date of this prospectus supplement and accompanying prospectusbefore the date that the offering of the securities by means of this prospectus supplement is terminated will automatically update and, where applicable, supersede any information contained in this prospectus supplement or incorporated by reference in this prospectus supplement. We hereby Accordingly, we incorporate by reference the following documents into this prospectus supplementor information filed with the Securities and Exchange Commission: • ● Our Current Reports on Form 8-K, which we filed with the Securities and Exchange Commission on January 3, 2020, January 22, 2020, March 5, 2020, March 12, 2020, March 26, 2020, April 21, 2020, April 23, 2020, May 7, 2020, May 11, 2020, May 12, 2020, May 29, 2020, August 7, 2020, August 10, 2020 and August 11, 2020; ● Our Amended Current Report on Form 8-K/A which we filed with the Securities and Exchange Commission on January 24, 2020; ● Our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, which we filed with the Securities and Exchange Commission on August 13, 2020 ● Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, which we filed with the Securities and Exchange Commission on May 14, 2020; ● Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 2019, which we filed with the Securities and Exchange Commission on March 30, 2020; ● Our amended Annual Report on Form 10-K (Amendment No. 1) K/A for the fiscal year ended December 31, 2020 2019, which we filed with the SEC Securities and Exchange Commission on March 31April 29, 2021 and April 30, 2021, respectively; • 2020 ● Our Quarterly Reports Definitive Proxy Statement on Form 10-Q for the quarters ended March 3114A, 2021 and June 30, 2021 which we filed with the SEC Securities and Exchange Commission on May 14July 20, 2021 and August 13, 2021, respectively2020; • ● Our Current Reports amended Definitive Proxy Statement on Form 8-K (and amendments thereto as applicable) as 14A, which we filed with the SEC January Securities and Exchange Commission on July 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 20212020; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • ● The description of the our Common Stock capital stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) Exhibit 4.1 of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31K, 2020 which we filed with the SEC Securities and Exchange Commission on March 31April 30, 2021. Additionally, all 2020; and ● All documents filed by us in accordance with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), or after the date of this prospectus supplement and before the termination of an offering under this prospectus supplement, other than documents or completion of this offering (including all such documents information deemed furnished and not filed in accordance with the SEC after the date Securities and Exchange Commission rules. We will provide a copy of the initial registration statement and prior documents we incorporate by reference, at no cost, to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of person who received this prospectus supplement. You may obtain To request a copy of any or all of the documents incorporated by reference in this prospectus supplement these documents, you should write or the accompanying prospectus from the SEC through the SEC’s website at telephone us at: Investor Relations, Pacific Ethanol, Inc., ▇▇▇ ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇ ▇▇▇▇://, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇.▇, ▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, (916) 403- 2123. In addition, each document incorporated by reference is readily accessible on our website at ▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing relates to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may sale from time to time offer and sell, in one or more offerings under this prospectusof up to $100,000,000 of debt securities, which we may issue in one or more series; shares of our common stock, par value $0.0001 per share (the “Common Stock”), ; shares of our preferred stock, par value $0.0001 per share ("Preferred Stock"), which we may issue in one or more series or classes; warrants to purchase such shares of Common Stock our debt securities, common stock or preferred stock; and units (collectively referred to as the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Companysecurities”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide the specific terms of these offerings and any securities to be offered in one or more supplements to this prospectus, which . The prospectus supplements may also supplementadd, update or amend change information contained in this documentprospectus. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement. When securities are offered under this prospectus, we will provide you with a prospectus supplement describing the specific securities being offered, the manner in which they are being offered, the offering price of the securities and the net proceeds from the sale of those securities. The securities may be offered separately or together in any combination or as a separate series. You should carefully read this prospectus and any accompanying prospectus supplement, together with the any documents we incorporate incorporated by referencereference herein and therein, before you invest in any of these our securities. We may sell these securities to or through underwriters, to other purchasers, through dealers or agents or through any combination of these methods, on a continuous or delayed basis directlybasis. For additional information on the methods of sale, through agents, dealers or underwriters as designated from time you should refer to time, or through a combination the section entitled “Plan of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, Distribution” in whole or in part, any proposed purchase of securitiesthis prospectus. If any agents, dealers agents or underwriters are involved in the sale of any securities offered by with respect to which this prospectusprospectus is being delivered, the applicable prospectus supplement will set forth names of such agents or underwriters and any applicable commissions or discounts. Our net proceeds from the sale of securities also fees, commissions, discounts and over-allotment options will be set forth in the applicable a prospectus supplement, as well as . The price to the specific terms public of such securities and the plan of distributionnet proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement. Our Common Stock common stock is listed traded on the The Nasdaq Capital Market under the symbol “PHUNPEIX.” On February 9June 22, 20212020, the last reported sale price of the Common Stock our common stock on the The Nasdaq Capital Market was $2.68 per share0.72. ABOUT THIS PROSPECTUS 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 DESCRIPTION OF PACIFIC ETHANOL, INC. 3 RISK FACTORS 5 USE OF PROCEEDS 5 DESCRIPTION OF DEBT SECURITIES 5 DESCRIPTION OF CAPITAL STOCK 18 DESCRIPTION OF PREFERRED STOCK 26 DESCRIPTION OF WARRANTS 29 DESCRIPTION OF UNITS 30 GLOBAL SECURITIES 32 PLAN OF DISTRIBUTION 34 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 37 LEGAL MATTERS 38 EXPERTS 38 WHERE YOU CAN FIND ADDITIONAL INFORMATION 38 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 39 This prospectus is part of a “shelf” registration statement that we have filed with the Securities and Exchange Commission (the “Commission, or SEC”) . By using a “shelf” registration process. Under this shelf registration processstatement, we may offer sell, at any time and from time to sell time in one or more offerings, any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of prospectus, up to a total dollar amount of $100,000,000. This prospectus provides you with a general description of the securities which that we may offer. Each time we offer securities for salesell securities, we will provide a prospectus supplement that contains and attach it to this prospectus. The prospectus supplement will contain more specific information about the terms of that offering, including the specific amounts, prices and terms of the securities offered. Any The prospectus supplement supplements may also add, update or change information contained or incorporated by reference in this prospectus. You should read both Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. If there is any inconsistency between the information in this prospectus and any the information in the prospectus supplement, including you should rely on the information in the prospectus supplement. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. The exhibits to the registration statement of which this prospectus is a part contain the full text of certain contracts and other important documents we have summarized in this prospectus. Because these summaries may not contain all documents incorporated herein or therein by referencethe information that you may find important in deciding whether to purchase the securities we may offer, together with additional information described below you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the heading “Where You Can Find More Additional Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplementsbelow. You should rely only on the information contained or incorporated by reference in this prospectus and in or any applicable prospectus supplement or amendment heretosupplements filed with the SEC. We have not authorized any other person anyone to provide you with different information. If anyone provides information and, if you with different are given any information or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation representation about these matters that is not authorized contained or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate incorporated by reference in this prospectus or any a prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies you must not rely on that may appear in this prospectus or any prospectus supplement are the property of their respective holdersinformation. We have omitted are not making an offer to sell securities in any jurisdiction where the ® and ™ designations, as applicable, for the trademarks offer or sale of such securities is not permitted. When used in this prospectus. In this prospectus, unless the context otherwise requires, references to terms “Pacific Ethanol,” “we,” “our” and “us,” “our,” “our company,” “the Company,” or “Phunware” refer to PhunwarePacific Ethanol, Inc. and its consolidated subsidiaries, unless otherwise specified. This Unless otherwise stated or indicated by context, the phrase “this prospectus” refers to the prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementsany applicable prospectus supplement.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” the information into this prospectus supplement and accompanying prospectuswe file with it, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose documents. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus and information we file later with the SEC will automatically update and supersede this information. The documents we are incorporating by reference as of their respective dates of filing are: ● Our Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on March 29, 2023; ● Our Reports of Foreign Private Issuer on Form 6-K submitted on April 13, 2023; April 19, 2023 (with respect to the fourth paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K); April 20, 2023 (with respect to the first three paragraphs and the section titled “Forward-Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K); April 27, 2023 (with respect to the first, second, third and fifth paragraph in the press release attached as Exhibit 99.1 to the Form 6-K only); May 22, 2023 (with respect to the first paragraph and the sections titled “First Quarter of 2023 and Recent Operating Highlights,” “Financial Results as of and for the Three Months Ended March 31, 2023,” and “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K); June 2, 2023; July 24, 2023 (with respect to the first, third, and fourth paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K); August 14, 2023 (other than the second paragraph of the press release attached as Exhibit 99.3 to the Form 6-K); August 28, 2023; September 5, 2023 (with respect to the first, second, third and fifth paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K); September 20, 2023 (with respect to the first, third and fourth paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K); October 2, 2023 (with respect to the first four paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K); October 5, 2023 (with respect to the first, second, third and fifth paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K); November 3, 2023; November 15, 2023 (with respect to the first four paragraphs and the section titled “Forward Looking Statements” in the press release furnished as Exhibit 99.1 and the press release furnished as Exhibit 99.2, other than the second, third and fourth paragraphs thereof); November 29, 2023 (with respect to the first four paragraphs and the section titled “Forward Looking Statements” in the press release furnished as Exhibit 99.1 and the first two paragraphs and the section titled “Forward Looking Statements” attached as Exhibit 99.2 to the Form 6-K); December 13, 2023 (with respect to the first five paragraphs and the section titled “Forward Looking Statements” in the press release attached as Exhibit 99.1 to the Form 6-K); January 10, 2024, January 12, 2024 (Report No. 2); January 12, 2024 (Report No. 3); and ● The description of our securities contained in our Form 8-A (File No. 001-40753), filed with the SEC on August 23, 2021, as amended by Exhibit 2.1 to our Annual Report on Form 20-F filed on March 29, 2023 and any further amendment or report filed for the purpose of updating such description. All subsequent annual reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall be deemed to be incorporated by reference to this prospectus supplement and the accompanying prospectus and to be a part hereof from the date of filing of such documents. We may also incorporate part or all of any Form 6-K subsequently submitted by us to the SEC prior to the termination of the offering by identifying in such Forms 6-K that they, or certain parts of their contents, are being incorporated by reference herein, and any Forms 6-K so identified shall be deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus and to be a part hereof from the date of submission of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and the accompanying prospectus. You should read carefully the The information incorporated herein we incorporate by reference because it is an important part of this prospectus supplement and the accompanying prospectus. We hereby incorporate by reference the following documents into this prospectus supplement: • Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 filed with the SEC on March 31, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any later information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous the information that is part contained in this prospectus. We will provide you without charge, upon your written or oral request, a copy of this prospectus supplement. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to us at: ▇ ▇▇’▇▇▇▇://▇▇ ▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, Tel: +▇.▇.▇-▇-▇▇▇▇▇▇▇; Attention: Chief Financial Officer. We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers, most of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and the vast majority of our directors and officers are located outside of the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States. We have been informed by our legal counsel in Israel, ▇▇▇▇▇▇▇▇▇▇▇ & Worcester Tel Aviv (Har-Even & Co.), ▇.▇that it may be difficult to assert U.S. securities law claims in original actions instituted in Israel. ▇▇▇▇▇Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. We In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters of procedure will also make available free of charge on the Investors section of our websitebe governed by Israeli law. Subject to specified time limitations and legal procedures, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇Israeli courts may enforce a U.S. judgment in a civil matter which, all materials that we file electronically with the SECsubject to certain exceptions, is non- appealable, including our Annual Reports on Form 10judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-Kcivil matter, Quarterly Reports on Form 10-Qprovided that among other things: ● the judgment is obtained after due process before a court of competent jurisdiction, Current Reports on Form 8-K, Section 16 reports according to the laws of the state in which the judgment is given and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website rules of private international law currently prevailing in Israel; ● the judgment is final and is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or subject to any right of appeal; ● the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description prevailing law of the securities we may offer foreign state in which the judgment was rendered allows for the enforcement of judgments of Israeli courts; ● adequate service of process has been effected and certain other information about the Company. We may offer defendant has had a reasonable opportunity to be heard and to present his or her evidence; ● the securities in amounts, at prices and on terms determined at liabilities under the time judgment are enforceable according to the laws of the offering. We will provide specific terms State of these offerings Israel and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus the judgment and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any enforcement of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be civil liabilities set forth in the applicable prospectus supplement, as well as judgment is not contrary to the specific terms law or public policy in Israel nor likely to impair the security or sovereignty of Israel; ● the judgment was not obtained by fraud and does not conflict with any other valid judgments in the same matter between the same parties; ● an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court; and ● the judgment is enforceable according to the laws of Israel and according to the law of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or foreign state in which the person making that offer or solicitation relief was granted. If a foreign judgment is not qualified enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to do so or recover an amount in a non-Israeli currency is for the Israeli court to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries issue a judgment for the equivalent amount in Israeli currency at the rate of certain provisions contained exchange in some force on the date of the documents described hereinjudgment, but reference is made the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to actual documents for complete informationthe Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. All summaries are qualified in their entirety by Judgment creditors must bear the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as risk of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementsunfavorable exchange rates.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” reference certain information into this prospectus supplement and accompanying prospectus, which means that we can file with the SEC. Incorporation by reference allows us to disclose important information about us to you by referring you to another document filed separately with the SEC. These those other documents contain important instead of having to repeat the information about us, our financial condition and our results of operationsin this prospectus supplement. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus, and information that we file in the future with the SEC will automatically update and supersede this information. You should read carefully the information incorporated herein We incorporate by reference because it is an important part of into this prospectus supplement and the accompanying prospectus. We hereby incorporate by reference prospectus the following documents into this prospectus supplement: (except for any document or portion thereof deemed to be “furnished” and not filed in accordance with SEC rules and regulations): • Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 2022 filed with the SEC on March 311, 2021 and April 302023, 2021as amended on May 1, respectively2023; • Our our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and 2023, June 30, 2021 2023, and September 30, 2023, filed with the SEC Commission on May 149, 2021 2023, August 9, 2023, and August 13November 9, 20212023, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 15May 16, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating 2023 (solely to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for extent specifically incorporated by reference into the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 2022); • our Current Reports on Form 8-K filed with the SEC on March April 4, 2023, May 15, 2023, June 29, 2023, July 10, 2023, August 30, 2023 and our Current Report on Form 8-K/A filed with the SEC on August 2, 2023; and • the description of the Registrant’s common stock (filed as Exhibit 4.6 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on May 14, 2021, including any amendments or reports filed for the purpose of updating such description). AdditionallyIn addition, all documents subsequently filed by us with the SEC under Sections pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement offering and before prior to the termination or completion of this offering (including all excluding any portions of such documents filed with that are deemed “furnished” to the SEC after the date of the initial registration statement pursuant to applicable rules and prior to the effectiveness of the registration statementregulations) shall be are deemed to be incorporated by reference into into, and to be a part of, this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s prospectus. We maintain a website that contains information about us at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the The information contained infound on, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale otherwise accessible through our website is not permitted. You should incorporated into, and does not assume that the information in form a part of, this prospectus supplement, the accompanying prospectus or in any other report or document incorporated by reference is accurate as of any date other than we file with or furnish to the date on the front cover SEC. To obtain copies of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that filings we have filed make with the SEC, which registers the securities offered by see “Where You Can Find More Information” on page S-15 of this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements This prospectus describes securities that may be issued and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may sold from time to time offer by us or that may be offered and sellsold from time to time by selling securityholders to be identified in the future. We may offer, in one or more offerings under this prospectusseries or classes, separately or together, the following securities: (i) shares of common stock, par value $0.0001 0.01 per share share, (the “Common Stock”), ii) shares of preferred stock, par value $0.0001 0.01 per share share, ("Preferred Stock"), iii) warrants to purchase such shares of Common Stock common stock, preferred stock and/or debt securities, (the “Warrants”iv) debt securities and (v) units comprised of one or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description more of the securities we may offer and certain other information about the Companydescribed in this prospectus in any combination. We may offer refer to the common stock, preferred stock, warrants, debt securities and units registered hereunder collectively as the “securities” in this prospectus. The specific terms of each series or class of the securities will be set forth in amountsthe applicable prospectus supplement. The securities may be offered directly by us, at prices and on terms determined at the through agents designated from time of the offeringto time by us, or to or through underwriters or dealers. These securities also may be offered by selling securityholders, if so provided in a prospectus supplement hereto. We will provide specific terms of these offerings and securities information about any selling securityholders in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectusof the securities, the applicable prospectus supplement will set forth their names, and any applicable commissions purchase price, fee, commission or discounts. Our net proceeds from the sale of securities also discount arrangement between or among them will be set forth forth, or will be calculable from the information set forth, in the applicable prospectus supplement, as well as . See the specific sections entitled “About this Prospectus” and the “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the plan offering of distributionsuch series of securities. Our Common Stock common stock is listed on the Nasdaq NASDAQ Capital Market under the symbol “PHUNPLUG.” On February 9June 7, 20212022, the last reported sale price of the Common Stock our common stock on the Nasdaq NASDAQ Capital Market was $2.68 per share18.85. This The applicable prospectus is part of a registration statement filed with supplement will contain information, where applicable, as to any other listing, if any, on the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell NASDAQ Capital Market or any combination securities market or other exchange of the securities covered by the applicable prospectus supplement. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a beginning on page 2 and any applicable prospectus supplement that contains specific information about as well as those set forth in the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in into this prospectus or any applicable prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” the information into this prospectus supplement and accompanying prospectus, we file with it which means that we can disclose important information about us to you by referring you to another document filed separately with those documents instead of having to repeat the SEC. These other documents contain important information about us, our financial condition in this prospectus and our results of operationsany supplements to this prospectus. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying any supplements to this prospectus, and later information that we file with the SEC will automatically update and supersede this information. You should read carefully the information incorporated herein by reference because it is an important part of this This prospectus supplement and accompanying prospectus. We hereby incorporate incorporates by reference the following documents into this prospectus supplement: • Our Annual Report on Form 10-K for the year ended December 31, 2020 listed below and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 filed with the SEC on March 31, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed by us future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC 1) after the date of the initial registration statement statement, as amended, and prior to the effectiveness of the registration statement, and (2) shall be deemed to be incorporated by reference into after the date of this prospectus supplement from and prior to the respective dates termination of filing of such documentsthis offering. Any Such information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous the information that is part of this prospectus supplement. You may obtain any of the documents incorporated by reference contained in this prospectus supplement and the documents listed below; provided, however, that we are not, unless specifically indicated, incorporating any information furnished under Item 2.02 or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy Item 7.01 of any document incorporated by reference in this prospectus supplement current report on Form 8-K, whether listed below or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference filed in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained infuture, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone related exhibits furnished pursuant to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as Item 9.01 of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇8-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including K: a) our Annual Reports Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 15, 2024 (the “2023 Form10-K, ”); b) our Quarterly Reports on Form 10-Q, for the quarterly period ended March 31, 2024, filed with the SEC onMay 15, 2024, for the quarterly period ended June 30, 2024, filed with the SEC on August 15, 2024 and for the quarterly period ended on September 30, 2024, filed with the SEC on November 14, 2024; c) our Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously K filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplementon February 8, is accurate as of any date other than its respective date. Our business2024, financial conditionMarch 29, results of operations 2024, June 28, 2024, July 12, 2024, August 27, 2024 and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of PhunwareNovember 18, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”2024; and

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectussupplement, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other The SEC file number for the documents incorporated by reference in this prospectus supplement is 001- 36193. The documents incorporated by reference into this prospectus supplement contain important information that you should read about us, our financial condition and our results of operations. The information following documents are incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectus. We hereby incorporate by reference the following documents into this prospectus supplementdocument: • Our our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 2019 filed with the SEC on March 12, 2020; • the information specifically incorporated by reference into ourAnnual Report on Form 10-K for thefiscal year ended December 31, 2021 and 2019 from our definitive proxy statement on Schedule 14A (other than information furnished rather than filed) filed with the SEC on April 3013, 2021, respectively2020; • Our our Quarterly Reports on Form 10-Q for the quarters quarterly period ended on March 31, 2021 and June 302020, 2021 filed with the SEC on May 147, 2021 2020, for the quarterly period ended on June 30, 2020, filed with the SEC onAugust 10, 2020 and August 13for the quarterly period ended on September 30, 20212020, respectivelyfiled with the SEC on November 2, 2020; • Our our Current Reports on Form 8-K (and amendments thereto as applicableother than information furnished rather than filed) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on February 10, 2020, March 4, 2020, March 26, 2020, April 20, 2020, May 26, 2020, June 2, 2020, August 11, 2020, August 13, 2020, October 1530, 20212020 and December 31, 2020; and • The the description of our common stock, which is registered under Section 12 of the our Common Stock contained in our Registration Statement Exchange Act, inour registration statement on Form 8-A filed with the SEC on August 18A, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 1412, 2018 pursuant to Rule 424(b) under the Securities Act2013, relating to the Registration Statement on Form S-4, as amended, inclusive of including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on . We also incorporate by reference into this prospectus supplement all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 108-K for the year ended December 31, 2020 and exhibits filed with the SEC on March 31, 2021. Additionally, all documents such form that are related to such items) that are filed by us with the SEC under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions i) after the date of filings that are furnished rather than filed pursuant the initial filing of the registration statement of which this prospectus supplement forms a part and prior to Items 2.02 and 7.01 effectiveness of a Current Report on Form 8-K)the registration statement, or (ii) after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and but prior to the effectiveness termination of the registration statement) shall be deemed offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. We will provide to be each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file but not delivered with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provideprospectus, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding including exhibits to such document unless an exhibit is which are specifically incorporated by reference in the document) into such documents. You should direct any requests for documents by visiting our investor relations website writing us at ▇▇▇▇://▇ ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@, ▇▇▇▇▇▇▇▇.▇▇▇▇ ▇▇▇▇▇, Attn: Corporate Secretary or telephoning us at (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information Any statement contained in, herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or superseded for purposes of the accompanying prospectus, document to the extent that a statement contained in this prospectus supplement, any future accompanying prospectus supplement document or any free writing prospectus other subsequently filed document that is deemed to be incorporated by us with reference into this document modifies or supersedes the SECstatement. We have not authorized anyone From time to provide you with different or additional information. We are not offering time, we may offer up to sell or soliciting $250,000,000 of any offer to buy any combination of the securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information described in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectusofferings. We may also offer securities as may be issuable upon conversion, shares redemption, repurchase, exchange or exercise of common stockany securities registered hereunder, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000including any applicable anti-dilution provisions. This prospectus provides you with a general description of the securities we may offer. Each time we offer and certain other information about the Company. We may offer the securities in amountssecurities, at prices and on terms determined at the time of the offering. We we will provide specific terms of these offerings and the securities offered in a supplement to this prospectus. We may also authorize one or more supplements free writing prospectuses to this prospectus, which be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also supplementadd, update or amend change information contained in this documentprospectus. You should carefully read this prospectus, the applicable prospectus supplement and any accompanying prospectus supplementrelated free writing prospectus, together with the as well as any documents we incorporate incorporated by reference, before you invest in any of these the securities being offered. This prospectus may not be used to consummate a sale of any securities unless accompanied by a prospectus supplement. Our common stock is traded on The Nasdaq Capital Market under the symbol “TRVN.” On November 25, 2020, the last reported sale price of our common stock was $2.34 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on The Nasdaq Capital Market or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. We may will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis directlybasis. For additional information on the methods of sale, through agents, dealers or underwriters as designated from time you should refer to time, or through a combination the section entitled “Plan of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, Distribution” in whole or in part, any proposed purchase of securitiesthis prospectus. If any agents, dealers agents or underwriters are involved in the sale of any securities offered by with respect to which this prospectusprospectus is being delivered, the applicable prospectus supplement will set forth names of such agents or underwriters and any applicable commissions fees, commissions, discounts or discounts. Our net proceeds from the sale of securities also over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in the applicable prospectus supplementsupplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus as well as the specific terms described on page 5 of the plan of distributionthis prospectus. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. RISK FACTORS 5 SUMMARY 1 USE OF PROCEEDS 7 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 DESCRIPTION OF DEBT SECURITIES 12 DESCRIPTION OF CAPITAL STOCK 8 LEGAL OWNERSHIP OF SECURITIES 20 DESCRIPTION OF WARRANTS 18 LEGAL MATTERS 25 PLAN OF DISTRIBUTION 23 WHERE YOU CAN FIND MORE INFORMATION 25 EXPERTS 25 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 25 This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “Commission, or SEC”) using , utilizing a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an up to a total aggregate offering price of up to $100,000,000250,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer sell securities for saleunder this prospectus, we will provide a prospectus supplement that contains will contain specific information about the terms of that offering. Any We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. You should read both this prospectus, any applicable prospectus supplement and any prospectus supplement, including all documents incorporated herein or therein by referencerelated free writing prospectus, together with additional the information incorporated herein by reference as described below under “Where You Can Find More Information” and the heading “Incorporation of Certain Information by Reference.,” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms before investing in any of the securities offered by this prospectus as exhibits offered. Neither we, nor any agent, underwriter or dealer has authorized any person to documents give any information or future prospectus supplements. You should rely only on the information to make any representation other than those contained or incorporated by reference in this prospectus and in prospectus, any applicable prospectus supplement or amendment heretoany related free writing prospectus prepared by or on behalf of us or to which we have referred you. We have This prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers constitute an offer to sell or solicitations the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which an offer or solicitation is not authorized or in which the to any person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an such offer or solicitationsolicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. You should not assume that Copies of some of the information in documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus or any prospectus supplementis a part, and you may obtain copies of those documents as well as described below under the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to heading “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking StatementsWhere You Can Find More Information.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “We incorporate by reference” information reference into this prospectus supplement and the accompanying prospectusprospectus the information we file with the SEC, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents that contain important information about us, our financial condition and our results of operationssuch information. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement. Information that we file subsequently with the SEC will automatically update this prospectus supplement. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus supplement and accompanying prospectusand/or information incorporated by reference into this prospectus supplement, you should rely on the information contained in the document that was filed later. We hereby incorporate by reference the following documents into listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, (i) after the initial filing of this prospectus supplement, and (ii) on or after the date of this prospectus supplement and prior to the termination of the offering made pursuant to this prospectus supplement and the accompanying prospectus: • Our Annual Report on Form 10-K for the fiscal year ended December 31February 3, 2020 and Form 10-K (Amendment No. 1) for the year ended December 312024, 2020 filed with the SEC on March 3126, 2021 and April 302024, 2021as amended by the Annual Report on Form 10-K/A filed with the SEC on March 27, respectively2024; • Our Quarterly Reports on Form 10-Q for the quarters fiscal quarter ended March 31May 4, 2021 and June 30, 2021 2024 filed with the SEC on May 14June 11, 2021 2024 and for the fiscal quarter ended August 133, 20212024 filed with the SEC on September 10, respectively2024; • The information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed with the SEC on April 30, 2024; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20K, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15March 26, 20212024, April 4, 2024, May 17, 2024, May 17, 2024, May 24, 2024, June 7, 2024, June 14, 2024, June 18, 2024 (as amended by the Current Report on Form 8-K/A filed with the SEC on June 20, 2024) and August 28, 2024; and • The description of the our Common Stock Class A common stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18October 3, 2016 pursuant to Section 12(b) of Exchange Act2005, which description has been updated most recently in the Registrant’s prospectus including any amendment or report filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 . Nothing in this prospectus shall be deemed to our Annual Report on Form 10-K for the year ended December 31, 2020 incorporate information furnished to but not filed with the SEC on March 31, 2021. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items Item 2.02 and or Item 7.01 of a Current Report on Form 8-K (or corresponding information furnished under Item 9.01 or included as an exhibit to Form 8-K). We encourage you to read our periodic and current reports. We think these reports provide additional information about our Company which prudent investors find important. We will provide to each person, after the date including any beneficial owner, to whom a prospectus is delivered, at no cost, a copy of this prospectus supplement and before the termination any or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be documents that are incorporated by reference into this prospectus supplement from but not delivered with this prospectus supplement, upon written or telephonic request to us at our principal executive offices at the respective dates of filing of such documentsfollowing telephone number and address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, Attn: Investor Relations. Any You should rely only on the information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of or provided in this prospectus supplement, the accompanying prospectus, or any other offering materials we may use. We have not authorized any person to provide information other than that provided in this prospectus supplement, the accompanying prospectus, or any other offering materials we may use. You should assume that the information in this prospectus supplement, the accompanying prospectus, and any other offering materials we may obtain any use is accurate only as of the documents date on its cover page and that any information in a document we have incorporated by reference is accurate only as of the date of the document incorporated by reference. The statements that we make in this prospectus supplement, the accompanying prospectus, or in any document incorporated by reference in this prospectus supplement or the accompanying prospectus about the contents of any other documents are not necessarily complete, and are qualified in their entirety by referring you to copies of those documents that are filed as exhibits to the registration statement, of which this prospectus supplement forms a part, or as an exhibit to the documents incorporated by reference. You can obtain copies of these documents from the SEC or from us, as described above. We may offer and sell, from time to time, one or any combination of the securities we describe in this prospectus. The preferred stock, depositary shares, warrants, purchase contracts, units and subscription rights may be convertible into or exercisable or exchangeable for our common stock, our preferred stock or our other securities. This prospectus provides you with a general description of the securities we may offer. When we offer securities, we will provide you with a prospectus supplement that will contain specific information about the terms and conditions of any securities offered, any net proceeds that we expect to receive from the sale of such securities and the specific manner in which the securities will be offered. The applicable prospectus supplement will also contain information, where applicable, about U.S. federal income tax considerations relating to, and any listing on a securities exchange of, the securities covered by the prospectus supplement. The prospectus supplement may add to, update or change the information in this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest in our securities. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. We may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement with, between or among them will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. Our Class A common stock is traded on the New York Stock Exchange under the symbol “GME.” Any Class A common stock sold pursuant to a prospectus supplement will be listed, subject to notice of issuance, on the New York Stock Exchange. If we decide to list or seek a quotation for any other securities, we may offer and sell from time to time, the prospectus supplement relating to those securities will disclose the exchange or market on which those securities will be listed or quoted. Our principal executive offices are located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Our internet address is ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. Investing in our securities involves significant risk. See “Risk Factors” on page 3 of this prospectus. You should carefully read and consider the information in this prospectus, the applicable prospectus supplement and the risk factors included in the applicable prospectus supplement and/or in our periodic and other reports and other information that we file with the Securities and Exchange Commission before investing in our securities. ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION 1 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 2 GAMESTOP CORP. 3 RISK FACTORS 3 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 3 USE OF PROCEEDS 5 DESCRIPTION OF SECURITIES WE MAY OFFER 5 CAPITAL STOCK 5 DEPOSITARY SHARES 7 WARRANTS 11 STOCK PURCHASE CONTRACTS 12 UNITS 13 SUBSCRIPTION RIGHTS 14 BOOK-ENTRY SECURITIES 15 PLAN OF DISTRIBUTION 16 LEGAL MATTERS 19 EXPERTS 19 This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or SEC, using a shelf registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we offer to sell any of the securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities being offered. The prospectus supplement may also add, update or change information contained in this prospectus. If there is an inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should read this prospectus and the applicable prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.” You should rely only on the information contained in this prospectus and any accompanying prospectus supplement or incorporated by reference herein or therein. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which they relate, and this prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or solicitation. You should not assume that the information contained in this prospectus and any accompanying prospectus supplement is correct on any date after the respective dates of the prospectus and such prospectus supplement or supplements, as applicable, even though this prospectus and such prospectus supplement or supplements are delivered or securities are sold pursuant to the prospectus and such prospectus supplement or supplements at a later date. Since the respective dates of the prospectus contained in this registration statement and any accompanying prospectus supplement, our business, financial condition, results of operations and prospects may have changed. We may only use this prospectus to sell the securities if it is accompanied by a prospectus supplement. Unless otherwise indicated or the context requires otherwise, references in this prospectus to “GameStop,” the “Company,” “we,” “us,” “our” or comparable terms are to GameStop Corp., a Delaware corporation, and its consolidated subsidiaries. We file annual, quarterly and current reports, proxy statements and other information with the SEC’s website . The SEC maintains an Internet site that contains our reports, proxy statements and other information regarding us and other issuers that file electronically with the SEC, at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provideUnless specifically listed under “Incorporation of Certain Information by Reference” below, free of charge, a copy of any document the information contained on the SEC website is not intended to be incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit and you should not consider that information a part of this prospectus. Information about us is specifically incorporated by reference in the document) by visiting also available on our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website does not constitute part of, and is not incorporated by reference intoin, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously . We have filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and a registration statement on Form S-3 with respect to the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiariessecurities offered hereby. This prospectus contains forward-looking statements that are subject to a number of risks and uncertaintiesdoes not contain all the information set forth in the registration statement, many parts of which are beyond our controlomitted in accordance with the rules and regulations of the SEC. Please read For further information with respect to us and the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementssecurities offered hereby, reference is also made to such registration statement.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC Securities and Exchange Commission allows us to “incorporate by reference” the information into this prospectus supplement and accompanying prospectuswe have filed with it, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose documents. The information incorporated we incorporate by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement supplement, and accompanying prospectuslater information that we file with the Securities and Exchange Commission will automatically update and supersede this information. We hereby incorporate by reference the following documents into listed below and any future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we file with the Securities and Exchange Commission pursuant to Sections l3(a), l3(c), 14 or l5(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this prospectus supplementsupplement and prior to the termination of the offering: • ● Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 312017, 2020 filed with the SEC Securities and Exchange Commission on March 3116, 2021 and April 30, 2021, respectively2018; • ● Our Quarterly Reports Report on Form 10-Q for the quarters quarter ended March 31, 2021 2018, filed with the Securities and Exchange Commission on May 10, 2018; Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 2018, filed with the SEC Securities and Exchange Commission on May 14August 9, 2021 2018; and August 13our Quarterly Report on Form 10-Q for the quarter ended September 30, 20212018, respectivelyfiled with the Securities and Exchange Commission on November 9, 2018; • ● Our Current Reports on Form 8-K (and amendments thereto as applicable) as K, filed with the SEC Securities and Exchange Commission on January 208, 20212018, February 168, 20212018, February 15, 2018, February 26, 2018, March 9, 2018, May 1, 2018, August 15, 2018, October 18, 20212018, March 19December 21, 2021, March 25, 2021, March 2018 and December 26, 20212018; and ● The description of our common stock, March 30which is contained in our Form 8-K/A, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC Securities and Exchange Commission on October 15January 28, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A 2013. All filings filed with the SEC on August 18, 2016 by us pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4Exchange Act of 1934, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial filing of this registration statement and prior to the effectiveness of the such registration statementstatement (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) shall also be deemed to be incorporated by reference into this the prospectus supplement from supplement. You should rely only on the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of or provided in this prospectus supplement. We have not authorized anyone else to provide you with different information. You may obtain should not assume that the information in this prospectus supplement is accurate as of any date other than the date of this prospectus supplement or the date of the documents incorporated by reference in this prospectus supplement. We will provide without charge to each person to whom a copy of this prospectus supplement is delivered, upon written or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of chargeoral request, a copy of any document or all of the information that has been incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless but not delivered with this prospectus supplement (other than an exhibit is to these filings, unless we have specifically incorporated that exhibit by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.this prospectus supplement). Any such request should be addressed to us at: ▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇.▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇, Principal Financial Officer, or made by phone at (▇▇▇) ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇. You may also access the documents incorporated by reference in this prospectus supplement through our website at www.actinium ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only Except for the specific incorporated documents listed above, no information available on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on through our website or any other website is not shall be deemed to be incorporated by reference into, and does not constitute a part of, in this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementsit forms a part.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectus, which means that we can file with them. Incorporation by reference allows us to disclose important information about us to you by referring you to another document filed separately with the SEC. These those other documents contain important information about us, our financial condition and our results of operationsdocuments. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement, and information that we file later with the SEC will automatically update and supersede this information. This prospectus supplement omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and accompanying prospectus. We hereby incorporate by reference the following documents into securities we may offer pursuant to this prospectus supplement. Statements in this prospectus supplement regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information.” The documents we are incorporating by reference are: • Our ● our Annual Report on Form 10-K for the fiscal year ended December March 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 312023, 2020 filed with the SEC on March 31June 29, 2021 and April 30, 2021, respectively2023; • Our ● our Quarterly Reports Report on Form 10-Q for the quarters quarter ended March 31, 2021 and June 30, 2021 filed with the SEC on May 142023, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 1815, 2016 pursuant to Section 12(b) of Exchange Act2023; ● our Quarterly Report on Form 10-Q for the quarter ended September 30, which description has been updated most recently in the Registrant’s prospectus 2023, filed with the SEC on November 20, 2023; ● our Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, filed with the SEC on February 13, 2024; ● our Current Report on Form 8-K filed with the SEC on July 11, 2023, August 8, 2023, September 14, 2018 pursuant to Rule 424(b) under 2023, September 19, 2023, January 30, 2024, April 5, 2024 and May 14, 2024; ● the Securities Actinformation specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended March 31, relating to the Registration 2023 from our definitive Proxy Statement on Form S-4Schedule 14A, as amendedfiled with the SEC on July 28, inclusive 2023; ● the description of any amendments or reports filed for the purpose of updating such description, including our common stock contained in Exhibit 4.13 4.5 to our Annual Report on Form 10-K for the fiscal year ended December March 31, 2020 2023, filed with the SEC on March 31June 29, 2021. Additionally, 2023; and ● all reports and other documents filed by us with after the SEC under date of this prospectus supplement and prior to the termination of the offering hereunder pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Act. Notwithstanding the foregoing, we are not incorporating any portions of filings that are document or portion thereof or information deemed to have been furnished rather than and not filed pursuant to Items 2.02 in accordance with SEC rules. Information in this prospectus supplement supersedes related information in the documents listed above, and 7.01 of a Current Report on Form 8-K), after the date information in subsequently filed documents supersedes related information in each of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above We will automatically update and supersede promptly provide, without charge to you, upon written or oral request, a copy of any previous information that is part of this prospectus supplement. You may obtain any or all of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from prospectus, other than exhibits to those documents, unless the SEC through the SEC’s exhibits are specifically incorporated by reference in those documents. Requests should be directed to: You can also find these filings on our website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that incorporating the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, than these filings into this prospectus supplement or the accompany base prospectus. We may This prospectus will allow us to issue, from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms to be determined at or prior to the time of the offering, up to $150,000,000 of any combination of the securities described in this prospectus, either individually or in units. We may also offer common stock or preferred stock upon conversion of or exchange for the debt securities; common stock or preferred stock or debt securities upon the exercise of warrants or rights. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide you with the specific terms of these offerings and securities any offering in one or more supplements to this prospectus, . The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the as well as any documents we incorporate incorporated by referencereference into this prospectus or any prospectus supplement, carefully before you invest in any of these securitiesinvest. We Our securities may sell these securities on a continuous or delayed basis directlybe sold directly by us to you, through agents, dealers or underwriters as agents designated from time to time, time or to or through a combination underwriters or dealers. For additional information on the methods of these methods. We reserve sale, you should refer to the sole right to accept, section entitled “Plan of Distribution” in this prospectus and together with any agents, dealers and underwriters, reserve in the right to reject, in whole or in part, any proposed purchase of securitiesapplicable prospectus supplement. If any agents, dealers underwriters or underwriters agents are involved in the sale of any our securities offered by with respect to which this prospectusprospectus is being delivered, the applicable prospectus supplement will set forth names of such underwriters or agents and any applicable fees, commissions or discounts. Our net proceeds from the sale of securities also discounts and over-allotment options will be set forth in the applicable a prospectus supplement, as well as . The price to the specific terms public of such securities and the plan of distributionnet proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement. Our Common Stock common stock is listed on the The Nasdaq Capital Market Market, under the symbol “PHUNLVO.” On February 91, 20212022, the last reported sale price of the Common Stock our common stock on the Nasdaq Capital Market was $2.68 1.00 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forwardABOUT THIS PROSPECTUS ii PROSPECTUS SUMMARY 1 RISK FACTORS 5 CAUTIONARY NOTE REGARDING FORWARD-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”LOOKING STATEMENTS 5 USE OF PROCEEDS 8 PLAN OF DISTRIBUTION 8 DESCRIPTION OF CAPITAL STOCK 11 DESCRIPTION OF DEBT SECURITIES 14 DESCRIPTION OF WARRANTS 16 DESCRIPTION OF RIGHTS 17 DESCRIPTION OF UNITS 18 LEGAL MATTERS 19 EXPERTS 19 WHERE YOU CAN FIND MORE INFORMATION 19

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The rules of the SEC allows allow us to “incorporate by reference” information into this prospectus supplement and accompanying prospectusthe information we file with the SEC, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthat information. The information incorporated by reference is considered to be a part of this prospectus supplement prospectus, and accompanying prospectus. You should read carefully later information that we file with the information incorporated herein by reference because it is an important part of this prospectus supplement SEC will automatically update and accompanying prospectussupersede that information. We hereby incorporate by reference the following documents into this prospectus supplementlisted below: • Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 filed with the SEC on March 31, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to ● our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 2020, filed with the SEC on March 18, 2021; ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 14, 2021; ● our Definitive Proxy Statement on Schedule 14A (for the 2021 special meeting of stockholders), filed with the SEC on May 7, 2021; ● our Current Reports on Form 8-K, filed with the SEC on January 6, 2021, January 13, 2021, January 14, 2021, January 22, 2021, January 25, 2021, January 28, 2021, January 29, 2021, February 1, 2021, February 4, 2021, February 8, 2021, February 10, 2021, February 16, 2021, February 22, 2021, March 11, 2021, March 15, 2021, April 1, 2021, April 15, 2021, May 4, 2021, May 7, 2021 and May 25, 2021; and ● the description of our common stock, par value $0.001 per share, contained in our registration statement on Form 8-A (Registration Statement No. Additionally001-36247) filed with the SEC on December 13, all 2013, including any amendment or report filed for the purpose of updating such description. All documents filed by us with the SEC under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than excluding any portions of filings that are information furnished rather than filed pursuant to Items Item 2.02 and 7.01 of a or Item 7.01, or any corresponding information furnished under Item 9.01, on any Current Report on Form 8-K), after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC ) after the date of the initial registration statement and prior to the effectiveness of the registration statement) statement and after the date of this prospectus and prior to the termination of each offering under this prospectus shall be deemed to be incorporated in this prospectus by reference into this prospectus supplement and to be a part hereof from the respective dates date of filing of such documents. Any information that we subsequently file with the SEC that is incorporated statement contained in a document incorporated, or deemed to be incorporated, by reference in this prospectus shall be deemed modified, superseded, or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus or in any subsequently filed document that also is, or is deemed to be incorporated, by reference in this prospectus modifies, supersedes, or replaces such statement. Any statement so modified, superseded, or replaced shall not be deemed, except as described above will automatically update and supersede any previous information that is so modified, superseded, or replaced, to constitute a part of this prospectus. We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus supplement. You may obtain is delivered, upon that person’s written or oral request, a copy of any or all of the documents information incorporated by reference in this prospectus supplement or (other than exhibits to those documents, unless the accompanying prospectus from the SEC through the SEC’s website at exhibits are specifically incorporated by reference into those documents). Requests should be directed to: ▇▇▇▇ ▇. ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: PhunwarePresident Torchlight Energy Resources, Inc. Attention: Investor Relations ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ AustinPlano, Texas 78757 75093 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@.▇▇▇▇▇▇ You also may access these filings on our website at ▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on We do not incorporate the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in into this prospectus or any supplement to this prospectus supplementand you should not consider any information on, or that can be accessed through, our website as well as the information we file part of this prospectus or previously filed any supplement to this prospectus (other than those filings with the SEC that we specifically incorporate by reference in into this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in to this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements).”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectus, which means that we can disclose important information about us to you by referring you to another document other documents filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully , and later information that we file with the information incorporated herein by reference because it is an important part of SEC will automatically update and supersede this prospectus supplement and accompanying prospectusinformation. We hereby incorporate by reference the following documents into this prospectus supplement: • Our Annual Report on Form 10-K for the year ended December 31, 2020 listed below and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 filed with the SEC on March 31, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed by us that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before prior to the termination or completion of this offering (including all such other than information in documents that is deemed not to be filed): ● Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC onFebruary 26, 2021; ● Our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, filed with the SEC onMay 7, 2021, August 3, 2021 and November 1, 2021, respectively; ● Our Current Reports on Form 8-K as filed with the SEC onFeburary 4, 2021, April 2, 2021, April 16, 2021, May 7, 2021, May 14, 2021, June 2, 2021, June 4, 2021, June 9, 2021, and July 9, 2021, all to the extent “filed” and not “furnished” pursuant to Section 13(a) of the Exchange Act; and ● The description of common shares contained in our registration statement on Form 40-F filed onJanuary 7, 2008, and as amended on July 7, 2008, including any amendment or report filed for purposes of updating such description. We also incorporate by reference all documents we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date initial filing of the initial registration statement and of which this prospectus supplement is a part (including prior to the effectiveness of the registration statement) shall be deemed and prior to be incorporated by reference into this prospectus supplement from the respective dates termination of filing of such documentsthe offering. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement. You may obtain any of the documents incorporated by reference statement in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement will be deemed to be modified or superseded to the accompanying prospectus(excluding exhibits to such extent a statement contained in this prospectus or any other subsequently filed document unless an exhibit that is specifically incorporated by reference in this prospectus modifies or supersedes such statement. Unless specifically stated to the document) contrary, none of the information that we disclose under Items 2.02 or 7.01 or corresponding information furnished under Item 9.01 or included as an exhibit of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by visiting our investor relations website at reference into, or otherwise included in, this prospectus supplement. We will provide without charge upon written or oral request, a copy of any or all of the documents which are incorporated by reference into this prospectus. Requests should be directed to: Ur-Energy Inc. Attention: Corporate Secretary ▇▇▇▇://▇ ▇. ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ AustinExcept as provided above, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional no other information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows rules permit us to “incorporate information by reference” information into reference in this prospectus supplement and accompanying prospectus, which the applicable prospectus supplement. This means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the applicable prospectus supplement, except for information incorporated herein superseded by reference because it is an important part of information contained in this prospectus or the applicable prospectus supplement itself or in any subsequently filed incorporated document. This prospectus and accompanying prospectus. We hereby the applicable prospectus supplement incorporate by reference the following documents into this prospectus supplement: set forth below that we have previously filed with the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and our business and financial condition. • Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 312022, 2020 filed with the SEC on March 31February 28, 2021 and April 30, 2021, respectively2023; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and 2023, June 30, 2021 2023 and September 30, 2023 that we filed with the SEC on May 143, 2021 2023, August 2, 2023 and August 13November 2, 20212023, respectively; • Our our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A that we filed with the SEC on October 15May 25, 20212023, June 5, 2023 and September 1, 2023 (other than any portion of such filing that is furnished under applicable SEC rules rather than filed); • our Definitive Proxy Statement on Schedule 14A that we filed with the SEC on April 7, 2023; and • The the description of the our Common Stock common stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18September 11, 2016 pursuant to Section 12(b) of Exchange Act2019, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of including any amendments amendment or reports report filed for the purpose of updating such description. All documents that we file (but not those that we furnish) pursuant to Section 13(a), including Exhibit 4.13 13(c), 14 or 15(d) of the Exchange Act, after the date of the initial registration statement of which this prospectus is a part and prior to our Annual Report on Form 10-K for the year ended December 31effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus and will automatically update and supersede the information in this prospectus, 2020 and any previously filed with the SEC on March 31, 2021documents. Additionally, all All documents filed by us with the SEC under Sections that we file (but not those that we furnish) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), or after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness termination of the registration statement) offering of any of the securities covered under this prospectus shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above and will automatically update and supersede the information in this prospectus, the applicable prospectus supplement and any previous information previously filed documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference in this prospectus or the applicable prospectus supplement shall be deemed to be modified or superseded for purposes of this prospectus and such applicable prospectus supplement to the extent that a statement contained in this prospectus or such applicable prospectus supplement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus and such applicable prospectus supplement, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or such applicable prospectus supplement. You Documents incorporated by reference are available from us without charge, excluding all exhibits unless specifically incorporated by reference as an exhibit to this prospectus and the applicable prospectus supplement. Prospective investors may obtain any of the documents incorporated by reference in this prospectus supplement or and the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this applicable prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated at no cost by reference requesting them in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ writing or by writing or calling telephone from us at the following address our executive offices at: Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1) ▇▇▇-▇▇▇▇ Due Fee Rate Amount of Registration Fee(2) Filing Fee Previously Paid In Connection with Unsold Securities to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed be Carried Forward Newly Registered Securities Fees to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stockBe Paid Equity Common Stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value 457(o) and 457(r) — — $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed 250,000,000 $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was 0.00014760 $2.68 per share. This prospectus is part of a registration statement filed with the 36,900 Fees Previously Paid — — — — — — — Carry Forward Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to — — — — — — Total Offering Amounts $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”250,000,000 $36,900 Total Fees Previously Paid — Total Fee Offsets — Net Fees Due $36,900

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows permits us to “incorporate by reference” the information into this prospectus supplement and accompanying prospectuscontained in documents we file with the SEC, which means that we can disclose important information about us to you by referring you to another document filed separately with the SECthose documents rather than by including them in this prospectus. These other documents contain important information about us, our financial condition and our results of operations. The information Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully from the information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectusdate those documents are filed. We hereby incorporate by reference the following documents into this prospectus supplement: • Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 filed with the SEC on March 31, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionallylisted below, all documents filings filed by us pursuant to the Exchange Act after the date of the registration statement of which this prospectus supplement forms a part, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than prior to the time that all Securities covered by this prospectus supplement have been sold; provided, however, that we are not incorporating any portions of filings that are documents or information deemed to have been furnished rather than and not filed pursuant to Items 2.02 and 7.01 of a in accordance with SEC rules: · our Annual Report on Form 10-K for the fiscal year ended July 31, 2020, filed with the SEC on November 16, 2020; · our Quarterly Report on Form 10-Q for the quarter ended October 31, 2019, filed with the SEC on December 11, 2020; · our Current Report Reports on Form 8-KK filed on August 4, 2020, August 6, 2020, August 14, 2020, August 17, 2020, August 19, 2020, October 15, 2020, October 27, 2020, November 19, 2020, December 15, 2020, January 8, 2021, January 11, 2021, January 26, 2021, and January 28, 2021; · the description of our common stock contained in our Registration Statement on Form S-1, filed on November 23, 2020, including any amendments thereto or reports filed for the purposes of updating this description. · the description of our common stock contained in our Registration Statement on Form 8-A12G, filed on August 14, 2020, including any amendments thereto or reports filed for the purposes of updating this description. In addition, all documents subsequently filed by us pursuant to Section 13(a), after 13(c), 14 or 15(d) of the Exchange Act before the date of our offering is terminated or completed are deemed to be incorporated by reference into, and to be a part of, this prospectus. Any statement contained in this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be in a document incorporated or deemed to be incorporated by reference into this prospectus supplement from will be deemed to be modified or superseded for purposes of this prospectus to the respective dates of filing of such documents. Any information extent that we a statement contained in this prospectus or any other subsequently file with the SEC filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as described above will automatically update and supersede any previous information that is so modified or superseded, to constitute a part of this prospectus. We will provide to each person, including any beneficial holder, to whom a prospectus supplement. You may obtain any of the documents incorporated by reference in this prospectus supplement is delivered, at no cost, upon written or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of chargeoral request, a copy of any document incorporated by reference in this prospectus supplement or all of the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically information that has been incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling prospectus but not delivered with the prospectus. You should direct any requests for copies to us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations Secretary, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ AustinIrvine, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ California 92614 or you may call us at (▇▇▇) ▇▇▇-▇▇▇▇ Due ▇. Exhibits to the ongoing COVID-19 pandemicfilings will not be sent, our Austinhowever, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents unless those exhibits have specifically been incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇into this prospectus. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectusinto, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SECprospectus. We have not authorized anyone to provide you with information different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume from that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any free writing prospectus supplement or amendment hereto. We that we have not authorized any other person to provide you for use in connection with different information. If anyone provides you with different or inconsistent information, you should not rely on itthis Offering. We are not making offers to sell or solicitations to buy the securities Securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making that such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an such offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information that we file with it into this prospectus supplement and the accompanying prospectus, which means that we can disclose important information about us to you by referring you to another document filed separately with those documents. The information incorporated by reference is an important part of this prospectus supplement and the SEC. These other documents contain important information about us, our financial condition and our results of operationsaccompanying prospectus. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus. You should read carefully , and information that we file later with the SEC will automatically update and supersede information incorporated herein by reference because it is an important part of contained in this prospectus supplement and the accompanying prospectus. We hereby incorporate by reference the following documents into this prospectus supplementlisted below that we have previously filed with the SEC: • Our our Annual Report on Form 10-K for the year ended December May 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 312023, 2020 as filed with the SEC on March 31onAugust 2, 2021 2023, and April 30as amended by that Form 10-K/A onOctober 12, 2021, respectively2023; • Our our Quarterly Reports on Form 10-Q for the quarters quarter ended March August 31, 2021 and June 2023, filed with the SEC onOctober 10, 2023, for the quarter ended November 30, 2021 2023, filed with the SEC on May 14January 16, 2021 2024 and August 13for the quarter ended February 29, 20212024, respectivelyfiled with the SEC onApril 11, 2024; • Our our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC onAugust 15, 2023, August 23, 2023, September 11, 2023, September 28, 2023, November 13, 2023, January 2023, 20212024, February 166, 20212024, February 189, 20212024, February 15, 2024, February 22, 2024, February 29, 2024, March 195, 20212024, March 258, 20212024, March 2615, 20212024, March April 1, 2024, April 5, 2024, April 29, 2024, April 29, 2024, April 30, 20212024, April 730, 20212024 and May 1, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 2024 (other than any portions thereof deemed furnished and October 19. 2021not filed); • Our Definitive Proxy on Schedule 14A The description of our Common Stock in our Registration Statement onForm 8-A, filed with the SEC on October 15April 11, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 182022, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of including any amendments amendment or reports filed for the purpose of updating such description, including the Description of Capital Stock filed as Exhibit 4.13 4.5 to our Annual Report on Form 10-K for the year ended December May 31, 2020 2023, as filed with the SEC on March 31August 2, 20212023, and as amended by that Form 10-K/A on October 12, 2023. Additionally, all All reports and other documents filed by us that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after i) the date of the initial registration statement and prior to the effectiveness of the registration statement, and (ii) shall after the date of this prospectus supplement but before the termination of the offering of the securities hereunder, will also be deemed considered to be incorporated by reference into this prospectus supplement from the respective dates date of the filing of such these reports and documents. Any , and will supersede the information herein; provided, however, that all reports, exhibits and other information that we subsequently file with “furnish” to the SEC that is will not be considered incorporated by reference as described above will automatically update and supersede into this prospectus supplement or the accompanying prospectus. We undertake to provide without charge to each person (including any previous information that is part beneficial owner) who receives a copy of this prospectus supplement, upon written or oral request, a copy of all of the preceding documents that are incorporated by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents). You may obtain request a copy of these materials in the manner set forth under the heading “Where You Can Find More Information,” above. We will provide you without charge, upon your oral or written request, with a copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in into this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding registration statement (other than exhibits to such document documents unless an exhibit is such exhibits are specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone numberinto such documents). Requests for such copies should be directed to Applied Digital Corporation Attn: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. Chief Executed Officer We may offer from time to time offer and sell, shares of common stock; shares of preferred stock in one or more offerings under this prospectus, shares of series; warrants to purchase preferred stock or common stock, par value $0.0001 per share (the “Common Stock”), shares ; or any combination of preferred stock, par value common stock, or warrants, at an aggregate offering price not to exceed $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”)175,000,000. The aggregate initial number, amount, prices, and specific terms of the securities, and the net proceeds to Applied Digital Corp. will be determined at or before the time of sale and will be set forth in an accompanying prospectus supplement. The net proceeds to us from the sale of securities will be the offering price or the purchase price of all those securities sold under this prospectus will not exceed $100,000,000less any applicable commission or discount, and less any other expenses we incur in connection with the issuance and distribution of those securities. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in not be used for the sale of any securities offered unless it is accompanied by a prospectus supplement. Any accompanying prospectus supplement may modify or supersede any statement in this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock common stock is listed traded on the Nasdaq Capital Global Select Market (“Nasdaq”) under the symbol “PHUN.” APLD. On February 9May 11, 20212023, the last reported sale price of the Common Stock our common stock on the Nasdaq Capital Market was $2.68 3.49 per share. None of the other securities that we may offer under this prospectus are currently publicly traded. Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange. The Company currently has currently effective Registration Statements on Form S-3 relating to the resale of its securities by various selling security holders, pursuant to which, to the best of the Company’s knowledge, 54,724,744 shares of our common stock remain available for resale. We may amend or supplement this prospectus from time to time. You should read this prospectus and any amendments or prospectus supplements carefully before you invest. ABOUT THIS PROSPECTUS 1 MARKET AND INDUSTRY DATA 2 PROSPECTUS SUMMARY 3 THE OFFERING 7 RISK FACTORS 8 FORWARD-LOOKING STATEMENTS 12 USE OF PROCEEDS 13 DESCRIPTION OF CAPITAL STOCK 14 DESCRIPTION OF WARRANTS 18 PLAN OF DISTRIBUTION 20 LEGAL MATTERS 23 EXPERTS 24 ADDITIONAL INFORMATION 25 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 26 This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, pursuant to which we may offer may, from time to sell any combination of the securities described in this prospectus time and in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description offerings, offer and sell or otherwise dispose of the securities which covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we may offerhave incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. Each time we offer securities It is important for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, and any applicable supplement in making your investment decision. You should also read both this prospectus and any prospectus supplement, including all consider the information in the documents incorporated herein or therein by reference, together with additional information described below to which we have referred you under the caption “Where You Can Find More Additional Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under in this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information provided in this prospectus and any applicable prospectus supplement, including any documents incorporated by reference into this prospectus or a prospectus supplement. We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment heretoprospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should You must not rely on itupon any information or representation not contained or incorporated by reference in this prospectus. We are This prospectus does not making offers constitute an offer to sell or solicitations the solicitation of an offer to buy any of our securities other than the securities covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which an offer or solicitation is not authorized or in which the to any person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an such offer or solicitationsolicitation in such jurisdiction. The Company currently has the following effective registration statements relating to the resale of its securities by various selling security holders, pursuant to which, to the best of the Company’s knowledge, the following shares of our common stock remain available for resale: Registration Statement on Form S-1, Reg. No. 333-258818, 13,500,213 shares and Registration Statement on Form S-1, Reg. No. 333-267478, 41,224,531 shares. This prospectus contains summaries of our trademarks, tradenames and servicemarks and also contains certain provisions contained in some of the documents described hereintrademarks, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations tradenames and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks servicemarks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiariesparties. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”” Unless the context indicates otherwise, references in this prospectus to the “Company,” “APLD,” “we,” “us,” “our” and similar terms refer to Applied Digital Corporation and its consolidated subsidiaries.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” reference information into this prospectus supplement and accompanying prospectus, which means that we can file with it. Incorporation by reference allows us to disclose important information about us to you by referring you to another document filed separately with the SEC. These those other documents contain important information about us, our financial condition and our results of operationsdocuments. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and the accompanying prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this prospectus supplement. We hereby incorporate by reference the following documents into this prospectus supplement: • Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 listed below that we have previously filed with the SEC on March 31, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to SEC: ● our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 2020, filed with the SEC on March 18, 2021; ● our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 14, 2021; ● our Definitive Proxy Statement on Schedule 14A (for the 2021 special meeting of stockholders), filed with the SEC on May 7, 2021; ● our Current Reports on Form 8-K, filed with the SEC on January 6, 2021, January 13, 2021, January 14, 2021, January 22, 2021, January 25, 2021, January 28, 2021, January 29, 2021, February 1, 2021, February 4, 2021, February 8, 2021, February 10, 2021, February 16, 2021, February 22, 2021, March 11, 2021, March 15, 2021, April 1, 2021, April 15, 2021, May 4, 2021, May 7, 2021, May 25, 2021, June 11, 2021 and June 16, 2021; and ● the description of our common stock, par value $0.001 per share, contained in our registration statement on Form 8-A (Registration Statement No. Additionally001-36247) filed with the SEC on December 13, 2013, including any amendment or report filed for the purpose of updating such description. In addition, all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed in such forms that are related to such items unless such Form 8-K expressly provides to the contrary) subsequently filed by us with the SEC under Sections pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after before the date of our offering is terminated or completed are deemed to be incorporated by reference into, and to be a part of, this prospectus supplement and before the termination accompanying prospectus. Any statement contained in this prospectus supplement and the accompanying prospectus, or completion of any free writing prospectus provided in connection with this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be or in a document incorporated or deemed to be incorporated by reference into this prospectus supplement from and the respective dates accompanying prospectus will be deemed to be modified or superseded for purposes of filing of such documents. Any information this prospectus supplement and the accompanying prospectus to the extent that we a statement contained in this prospectus supplement and the accompanying prospectus, or any free writing prospectus provided in connection with this offering or any other subsequently file with the SEC filed document that is deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as described above will automatically update and supersede any previous information that is so modified or superseded, to constitute a part of this prospectus supplementsupplement and the accompanying prospectus. You may obtain We will provide to each person, including any of the documents incorporated by reference in this beneficial holder, to whom a prospectus supplement is delivered, at no cost, upon written or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of chargeoral request, a copy of any document incorporated by reference in this prospectus supplement or all of the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically information that has been incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at prospectus supplement but not delivered with the following address or telephone numberprospectus supplement. You should direct any requests for documents to: PhunwareTorchlight Energy Resources, Inc. Attention: Investor Relations ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ AustinPlano, Texas 78757 75093 Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ , President Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Due S-16 We may offer and sell the following securities from time to time in one or more classes or series and in amounts, at prices and on terms that we will determine at the ongoing COVID-19 pandemictime of the offering, our Austinwith an aggregate offering price not to exceed $250,000,000: ● shares of common stock; ● shares of preferred stock; ● warrants; ● units consisting of combinations of any of the foregoing; and/or ● rights to purchase any of the foregoing. This prospectus provides you with a general description of these securities. Each time we will offer and sell them, Texas headquarters are currently not staffed we will provide their specific terms in a supplement to regularly receive correspondence via U.S. Mailthis prospectus. For faster responseSuch prospectus supplement may add, requests for update, or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement, as well as all documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the in this prospectus and any accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide carefully before you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities invest in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable documentour securities. This prospectus supplement may not be used to offer and sell securities, unless accompanied by a prospectus supplement. We may offer the accompanying securities directly, through agents designated from time to time, to or through underwriters or dealers, or through a combination of these methods. If any agents or underwriters are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement between or among them, will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. For more information on this topic, please see “Plan of Distribution.” Our common stock is listed on the NASDAQ Capital Market under the symbol “TRCH.” ABOUT THIS PROSPECTUS 3 WHERE YOU CAN FIND ADDITIONAL INFORMATION 3 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 4 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 THE COMPANY 6 RISK FACTORS 9 USE OF PROCEEDS 9 PLAN OF DISTRIBUTION 9 DESCRIPTION OF COMMON AND PREFERRED STOCK 11 DESCRIPTION OF WARRANTS 13 DESCRIPTION OF UNITS 14 DESCRIPTION OF RIGHTS 14 EXPERTS 15 LEGAL MATTERS 15 2 This prospectus is part of the a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission (“SEC”) using what is commonly referred to as a shelf registration process. Under this shelf registration process, which registers we may offer and sell any combination of the securities offered by described in this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000offerings. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for saleto sell securities, we will provide a prospectus supplement that contains will contain specific information about the terms of that offering and the securities offered by us in that offering. Any The prospectus supplement may also add, update update, or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and a prospectus supplement, you should rely on the information provided in the prospectus supplement. This prospectus does not contain all of the information included in the registration statement. The registration statement filed with the SEC includes exhibits that provide more details about the matters discussed in this prospectus. You should carefully read both this prospectus prospectus, the related exhibits filed with the SEC, and any prospectus supplement, including all documents incorporated herein or therein by reference, together with the additional information described below under the heading “Where You Can Find More Additional Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents Unless otherwise indicated, or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, all references in this prospectus to “Torchlight,” “we,” “us,” and “our,” “our company,” “the Company,” or “Phunware” refer to Phunwaremean Torchlight Energy Resources, Inc. and its our consolidated subsidiaries. In this prospectus, we sometimes refer to the shares of common stock, shares of preferred stock, warrants, units and rights consisting of combinations of any of the foregoing collectively as the “securities.” We file annual, quarterly and current reports, proxy statements and other documents with the SEC electronically. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can access the electronic versions of these filings on the SEC’s website found at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a registration statement on Form S-3 relating to the securities covered by this prospectus. This prospectus contains forward-looking statements is a part of the registration statement and does not contain all the information in the registration statement. Whenever a reference is made in this prospectus to a contract, agreement or other document, the reference is only a summary and you should refer to the exhibits that are subject to filed with, or incorporated by reference into, the registration statement for a number copy of risks and uncertaintiesthe contract, many agreement or other document. You may review a copy of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementsregistration statement on the SEC’s website.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” reference the information and reports we file with it into our registration statement of which this prospectus supplement and accompanying prospectusis a part, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthese documents. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement, and information that we file later with the SEC will automatically update and supersede the information already incorporated by reference. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement and accompanying prospectusto the extent that a statement contained in this prospectus supplement modifies or replaces that statement. We hereby incorporate by reference the following our documents into this prospectus supplement: • Our Annual Report on Form 10-K for the year ended December 31, 2020 listed below and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 filed with the SEC on March 31, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K)Act, after between the date of this prospectus supplement and before the termination of the offering of the securities described in this prospectus supplement. We are not, however, incorporating by reference any documents or completion portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of this offering (including all such documents Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K: • our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC after on March 12, 2020; • the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be information specifically incorporated by reference into this prospectus supplement our Annual Report on Form 10-K for the year ended December 31, 2019 from the respective dates of filing of such documents. Any our definitive proxy statement on Schedule 14A (other than information that we subsequently file furnished rather than filed), filed with the SEC that on March 27, 2020; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, filed with the SEC on May 7, 2020, July 30, 2020 and November 5, 2020, respectively; • our Current Reports on Form 8-K or Form 8-K/A filed with the SEC on February 19, 2020, April 3, 2020, April 29, 2020, April 30, 2020, May 28, 2020, June 2, 2020, June 5, 2020, June 23, 2020, July 7, 2020, July 28, 2020, September 15, 2020, September 16, 2020, September 18, 2020, September 30, 2020, October 1, 2020, October 8, 2020, October 22, 2020, October 26, 2020, December 1, 2020, and December 1, 2020 (in each case, except for information contained therein which is furnished rather than filed); and • the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on January 22, 2018 (File No. 001-28259) under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as described above will automatically update and supersede any previous information that is part of an exhibit in this prospectus supplement, at no cost by writing us at the following address: Investor Relations Department, Adicet Bio, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, telephone (▇▇▇) ▇▇▇-▇▇▇▇. You may obtain any also access these documents, free of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through charge on the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement ▇ or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting on our investor relations website at ▇▇▇▇://.▇▇▇▇▇▇▇▇▇.▇▇▇. The information contained on, or that can be accessed through, our website does not constitute part of this prospectus supplement, and the reference to our website address is included in this prospectus supplement as an inactive textual reference only. We may from time to time issue, in one or more series or classes, up to $175,000,000 in aggregate principal amount of our common stock, preferred stock, debt securities, warrants and/or units. In addition, selling stockholders named in this prospectus may from time to time offer and sell up to an aggregate of 12,445,646 shares of our common stock in one or more offerings, subject to market conditions and prices, liquidity objectives and other investment considerations. We will not receive any of the proceeds from the sale of our common stock by the selling stockholders. We have borne and will continue to bear the costs relating to registration of these shares. We may offer these securities separately or together in units. Each time we sell securities described herein, and in certain cases where one or more selling stockholders sell securities pursuant to this prospectus, we or the selling stockholders, as applicable, will provide prospective investors with a supplement to this prospectus that will specify the terms of the securities being offered. We may sell these securities to or through underwriters and also to other purchasers or through agents. We will set forth the names of any underwriters or agents, and any fees, conversions, or discount arrangements, in the accompanying prospectus supplement. We may not sell any securities under this prospectus without delivery of the applicable prospectus supplement. You should read this document and any prospectus supplement or amendment carefully before you invest in our securities. Our common stock is listed on The Nasdaq Global Select Market under the symbol “TORC.” On January 31, 2019, the closing price for our common stock, as reported on The Nasdaq Global Select Market, was $8.88 per share. Our principal executive offices are located at ▇▇▇ ▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin▇▇, Texas 78757 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇Investing in our securities involves a high degree of risk. You may obtain information on should review carefully the operation of risks and uncertainties described under the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the heading “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information Risk Factors” contained in this document. You should carefully read this prospectus beginning on page 2 and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as and under similar headings in the specific terms other documents that are incorporated by reference into this prospectus. About this Prospectus 1 Risk Factors 2 Cautionary Statement Regarding Forward-Looking Statements 3 The Company 5 Use of the plan Proceeds 8 Securities We May Offer or That a Selling Stockholder May Offer 8 Description of distribution. Our Common Capital Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price 9 Description of the Common Stock on the Nasdaq Capital Market was $2.68 per share. Debt Securities 14 Description of Warrants 29 Description of Units 30 Selling Stockholders 34 Plan of Distribution 36 Legal Matters 39 Experts 39 Where You Can Find More Information 39 Incorporation by Reference 39 This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) , using a “shelf” registration process. Under this shelf registration process, we may offer from time to time sell any combination of the securities described in this prospectus in one or more offerings for an aggregate initial offering price of up to $100,000,000175,000,000. In addition, the selling stockholders may from time to time sell up to an aggregate amount of 12,445,646, shares of our common stock in one or more offerings, subject to market conditions and prices, liquidity objectives and other investment considerations. This prospectus provides you with a general description of the securities which we or the selling stockholders may offer. Each time we offer sell securities for saledescribed herein, and in certain cases where one or more selling stockholders sell securities pursuant to this prospectus, we or the selling stockholders, as applicable, will provide a one or more prospectus supplement supplements that contains will contain specific information about the terms of that the offering. Any The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any the accompanying prospectus supplement, including all documents incorporated herein or therein by reference, supplement together with the additional information described below under the heading “Where You Can Find More Information” and “Incorporation beginning on page of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained in or incorporated by reference in this prospectus and in prospectus, any accompanying prospectus supplement or amendment heretoin any related free writing prospectus filed by us with the SEC. We have not authorized any other person anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should This prospectus and the accompanying prospectus supplement do not rely on it. We are not making offers constitute an offer to sell or solicitations the solicitation of an offer to buy any securities other than the securities described in the accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any jurisdiction circumstances in which an such offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documentsunlawful. You should not assume that the information appearing in this prospectus or prospectus, any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate documents incorporated by reference in this and any related free writing prospectus or any prospectus supplement, is accurate only as of any date other than its their respective datedates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. The Phunware design logo and Unless the Phunware mark appearing context otherwise indicates, references in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “resTORbio”, “we,” ”, “our”, “us,” “our,” “our company,” and “the Company,” or “Phunware” refer refer, collectively, to PhunwareresTORbio, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertaintiesand, many of which are beyond where appropriate, our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementssubsidiary.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectusfrom other documents that we file with the SEC, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose documents. The information incorporated by reference is considered to be a part of this prospectus supplement. Information in this prospectus supplement supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement, while information that we file later with the SEC will automatically update and accompanying prospectus. You should read carefully supersede the information incorporated herein in this prospectus supplement. We incorporate by reference because it is an important part of into this prospectus supplement and accompanying prospectus. We hereby incorporate by reference the following documents into registration statement of which this prospectus supplement: • Our Annual Report on Form 10-K for supplement is a part the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 information or documents listed below that we have filed with the SEC on March 31, 2021 and April 30, 2021, respectively; (Commission File No. 001-40672): • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 2021, filed with the SEC on March 31, 2021. Additionally2022; • our Quarterly Report on Form 10-Q for the three months ended March 31, all documents 2022, filed by us with the SEC on May 11, 2022; • our Quarterly Report on Form 10-Q for the three months ended June 30, 2022, filed with the SEC on August 10, 2022; • the information specifically incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2021, from our definitive proxy statement on Schedule 14A, filed with the SEC on April 13, 2022; • our Current Reports on Form 8-K filed with the SEC on January 5, 2022, March 23, 2022, May 26, 2022 and August 8, 2022; and • the description of our Class A common stock, which is registered under the Exchange Act in the registration statement on Form 8-A, filed with the SEC on July 26, 2021, including any amendments or reports filed for the purposes of updating this description, including any amendment or report filed for the purpose of updating such description, including Exhibit 4.2 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of Act. Information in such future filings that are furnished rather than filed pursuant to Items 2.02 updates and 7.01 of a Current Report on Form 8-K), after supplements the date of information provided in this prospectus supplement and before the termination or completion of this offering (including all supplement. Any statements in any such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall future filings will automatically be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any modify and supersede any information that in any document we subsequently file previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference as described above will automatically update and supersede any previous information to the extent that is part of this prospectus supplementstatements in the later filed document modify or replace such earlier statements. You may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also can request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website these filings, at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or no cost, by writing or calling telephoning us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from From time to time offer and selltime, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer sell up to an aggregate amount of $400,000,000 of any combination of the securities described in amountsthis prospectus, either individually or in combination, at prices and on terms determined at the time described in one or more supplements to this prospectus. We may also offer Class A common stock, Class A common stock or preferred stock upon conversion of debt securities, Class A common stock upon conversion of preferred stock, or Class A common stock, preferred stock or debt securities upon exercise of warrants. This prospectus describes some of the offeringgeneral terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in authorize one or more offerings for an aggregate offering price of up free writing prospectuses to $100,000,000be provided to you in connection with these offerings. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a The prospectus supplement that contains specific information about the terms of that offering. Any and any related free writing prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read both this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before buying any of the securities being offered. Our Class A common stock is listed on the Nasdaq Global Market under the trading symbol “RANI.” On July 29, 2022, the last reported sale price of our Class A common stock was $11.25 per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on the Nasdaq Global Market or any securities market or other exchange of the securities covered by the applicable prospectus supplement. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the section titled “Risk Factors” on page 5 of this prospectus and any similar section contained in the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference into this prospectus. The securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any shares of our securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and overallotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. ABOUT THIS PROSPECTUS ii PROSPECTUS SUMMARY 1 RISK FACTORS 5 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 15 DESCRIPTION OF WARRANTS 22 LEGAL OWNERSHIP OF SECURITIES 24 PLAN OF DISTRIBUTION 28 LEGAL MATTERS 30 EXPERTS 30 WHERE YOU CAN FIND ADDITIONAL INFORMATION 31 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 32 This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process under the Securities Act of 1933, as amended, or the Securities Act. Under this shelf registration statement, we may, from time to time, offer and sell in one or more offerings Class A common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or in combination with other securities, in one or more offerings, up to a total dollar amount of $400,000,000 of any combination of the securities described in this prospectus. This prospectus provides you with a general description of the securities we may offer. Each time we sell any type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. This prospectus, together with the applicable prospectus supplement, including all any related free writing prospectus and the documents incorporated herein or therein by referencereference into this prospectus and the applicable prospectus supplement, will include all material information relating to the applicable offering. We urge you to read carefully this prospectus, any applicable prospectus supplement and any related free writing prospectuses we have authorized for use in connection with a specific offering, together with additional the information incorporated herein by reference as described below under “Where You Can Find More Information” and the heading “Incorporation of Certain Information by Reference.,” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms before buying any of the securities offered by this prospectus as exhibits being offered. We have not authorized anyone to documents or future prospectus supplements. You should rely only on the provide you with any information other than that contained or incorporated by reference in this prospectus and any applicable prospectus supplement, along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus, the accompanying prospectus supplement or amendment heretoin any related free writing prospectus that we may authorize to be provided to you. We have not authorized take no responsibility for, and can provide no assurance as to the reliability of, any other person to provide you with different informationinformation that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers This prospectus is an offer to sell or solicitations to buy only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in which an offer that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction. The information appearing in this prospectus, any applicable prospectus supplement or solicitation any related free writing prospectus is accurate only as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or the date of any sale of securities. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains and incorporates by reference market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe that these sources are reliable, we do not authorized guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in which this prospectus and the person making documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the section titled “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that offer or solicitation is are incorporated by reference into this prospectus. Accordingly, investors should not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitationplace undue reliance on this information. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. You should not assume that Copies of some of the information in documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus or any prospectus supplementis a part, and you may obtain copies of those documents as well as described below under the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In section titled “Where You Can Find Additional Information.” Throughout this prospectus, unless the context otherwise requireswe refer to Rani Therapeutics Holdings, references to Inc. as “we,” Rani Holdings”, and together with its subsidiaries, Rani Therapeutics, LLC and Rani Management Services, Inc., as “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factorswe” and the “Cautionary Note Regarding Forward-Looking StatementsCompany.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectusthe information we file with it, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose documents. The information incorporated we incorporate by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement prospectus, and accompanying prospectuslater information that we file with the SEC will automatically update and supersede some of this information. We hereby incorporate by reference the following documents into this prospectus supplement: • Our Annual Report on Form 10-K for the year ended December 31, 2020 listed below and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 filed any future filings we make with the SEC on March 31under Section 13(a), 2021 and April 3013(c), 202114 or 15(d) of the Securities Exchange Act of 1934, respectively; • Our Quarterly Reports on Form 10-Q for as amended (the quarters ended March 31“Exchange Act”), 2021 and June 30including filings made after the date of the initial registration statement, 2021 filed with until we sell all of the SEC on May 14shares covered by this prospectus or the sale of shares by us pursuant to this prospectus is terminated. In no event, 2021 and August 13however, 2021will any of the information that we furnish to, respectively; • Our pursuant to Item 2.02 or Item 7.01 of any Current Reports Report on Form 8-K (and amendments thereto as applicableincluding exhibits related thereto) as filed with or other applicable SEC rules, rather than file with, the SEC January 20be incorporated by reference or otherwise be included herein, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained unless such information is expressly incorporated herein by a reference in our Registration Statement such furnished Current Report on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments K or reports filed for the purpose of updating such description, including Exhibit 4.13 to other furnished document. The documents we incorporate by reference are: • our Annual Report on Form 10-K for the year ended December 31, 2020 2014 filed with the SEC on March 23, 2015; • our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021. Additionally2015 and June 30, all documents 2015 filed by us with the SEC under Sections 13(a)on May 14, 13(c)2015 and August 14, 14 or 15(d) of 2015, respectively; • our Definitive Proxy Statement on Schedule 14A filed with the Exchange Act SEC on April 17, 2015 (other than any excluding those portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a not incorporated by reference into our annual report on Form 10-K for the fiscal year ended December 31, 2014); • our Current Report Reports on Form 8-K)K filed on January 2, after 2015, January 13, 2015, January 15, 2015, January 20, 2015, January 22, 2015, March 2, 2015, March 13, 2015, March 17, 2015, March 19, 2015, May 13, 2015, June 9, 2015, and August 11, 2015; and • the date description of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial our common stock contained in our registration statement and prior to on Form 8-A (File No. 001-36332) filed under the effectiveness Exchange Act on March 4, 2014, including any amendment or reports filed for the purpose of the registration statement) shall be updating such descriptions. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement from will be deemed to be modified or superseded for purposes of this prospectus to the respective dates of filing of such documents. Any information extent that we a statement contained in this prospectus or any other subsequently file with the SEC filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as described above will automatically update and supersede any previous information that is so modified or superseded, to constitute a part of this prospectus. We will provide each person to whom a prospectus supplement. You may obtain any is delivered a copy of all of the documents information that has been incorporated by reference in this prospectus supplement or but not delivered with the accompanying prospectus from the SEC prospectus. You may obtain copies of these filings, at no cost, through the SEC’s “Investor Relations” section of our website at ▇▇▇▇://(▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or ) and you may request a copy of these filings (other than an exhibit to any filing unless we have specifically incorporated that exhibit by reference into the filing), at no cost, by writing or calling telephoning us at the following address address: Information on, or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemicthat can be accessed through, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in into this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, other securities filings and is accurate as not a part of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementsthese filings.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectus, which the information we file with the SEC. This means that we can disclose important information about us to you by referring you to another those documents. Any statement contained in a document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered in this prospectus supplement shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained herein, or in any subsequently filed document, which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectussupplement. We hereby incorporate by reference into this prospectus supplement the following documents into this prospectus supplement: (other than the portions of these documents deemed to be “furnished” or not deemed to be “filed,” including the portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such Items): • Our our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 312019, 2020 filed with the SEC on March 31February 27, 2021 and 2020, as amended on April 3029, 2021, respectively2020 (the “Annual Report”); • Our our Quarterly Reports on Form 10-Q for the quarters quarterly periods ended March 31, 2021 2020 and June 30, 2021 2020, filed with the SEC on May 14April 23, 2021 2020 and August 1310, 20212020, respectivelyrespectively (the “Quarterly Reports”); • Our our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October September 4, 2020; August 10, 2020 (two filings, one amended from an original filing date of June 15, 20212020); July 21, 2020; June 26, 2020; June 15, 2020; June 12, 2020; June 8, 2020; May 1, 2020; April 23, 2020; April 15, 2020; February 27, 2020; February 21, 2020; and February 20, 2020 (two filings); and • The description of the our Common Stock contained in our Registration Statement on Form 8-A prospectus dated May 14, 2020, filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Securities and Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 Commission pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amendedamended (File No. 333-237371), inclusive which includes a proxy statement filed pursuant to Section 14 of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed Securities Exchange Act. All documents that we file with the SEC on March 31, 2021. Additionally, all documents filed by us with the SEC under Sections pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report current reports on Form 8-K), or portions thereof, furnished under Items 2.02 or 7.01 of Form 8-K) (i) after the initial filing date of the registration statement of which this prospectus supplement forms a part and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus supplement and before prior to the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be incorporated by reference into in this prospectus supplement from the respective dates date of filing of such the documents, unless we specifically provide otherwise. Any information Information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede may replace information previously filed with the SEC. To the extent that any previous information contained in any current report on Form 8-K or any exhibit thereto, was or is furnished to, rather than filed with the SEC, such information or exhibit is specifically not incorporated by reference. Upon written or oral request made to us at the address or telephone number below, we will, at no cost to the requester, provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered, a copy of any or all of the information that is part of this prospectus supplement. You may obtain any of the documents has been incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide(other than an exhibit to a filing, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an that exhibit is specifically incorporated by reference in the document) by visiting into that filing), but not delivered with this prospectus supplement. You may also access this information on our investor relations website at ▇▇▇.▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ by viewing the “SEC Filings” subsection of the “Investor Relations” menu. No additional information on our website is deemed to be part of or incorporated by writing or calling us at the following reference into this prospectus supplement. We have included our website address or telephone number: Phunwarein this prospectus supplement solely as an inactive textual reference. Forte Biosciences, Inc. Attention: Investor Relations ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇MRL Building 3-▇ Austin320 From time to time, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due we may offer up to $100,000,000 of any combination of the ongoing COVID-19 pandemicsecurities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, our Austinredemption, Texas headquarters are currently not staffed repurchase, exchange or exercise of any securities registered hereunder, including any applicable antidilution provisions. This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to regularly receive correspondence via U.S. Mailthis prospectus. For faster responseWe may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, requests for update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇reference, before you invest in any of the securities being offered. You should rely only Our common stock is traded on the Nasdaq Global Select Market under the symbol “TOCA.” On May 22, 2018, the last reported sales price of our common stock was $9.52 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the Nasdaq Global Select Market or any securities market or other exchange of the securities, if any, covered by the prospectus supplement. We will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information contained inon the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any agents or incorporated by reference into underwriters are involved in the accompanying prospectus, sale of any securities with respect to which this prospectus supplementis being delivered, the names of such agents or underwriters and any future accompanying prospectus supplement applicable fees, commissions, discounts or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities over-allotment options will be set forth in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this a prospectus supplement, . The price to the accompanying public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable documentsupplement. ABOUT THIS PROSPECTUS i SUMMARY 1 RISK FACTORS 6 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 7 RATIO OF EARNINGS TO FIXED CHARGES 8 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 8 DESCRIPTION OF DEBT SECURITIES 12 DESCRIPTION OF WARRANTS 19 LEGAL OWNERSHIP OF SECURITIES 21 PLAN OF DISTRIBUTION 24 LEGAL MATTERS 26 EXPERTS 26 WHERE YOU CAN FIND MORE INFORMATION 26 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 27 DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY 28 This prospectus supplement and the accompanying prospectus is a part of the a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission, or SEC, which registers utilizing a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities offered by described in this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants up to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The total aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer sell securities for saleunder this prospectus, we will provide a prospectus supplement that contains will contain specific information about the terms of that offering. Any We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. You should read both this prospectus, any applicable prospectus supplement and any prospectus supplement, including all documents incorporated herein or therein by referencerelated free writing prospectus, together with additional the information incorporated herein by reference as described below under “Where You Can Find More Information” and the heading “Incorporation of Certain Information by Reference.,” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms before investing in any of the securities offered by this prospectus as exhibits offered. Neither we, nor any agent, underwriter or dealer has authorized any person to documents give any information or future prospectus supplements. You should rely only on the information to make any representation other than those contained or incorporated by reference in this prospectus and in prospectus, any applicable prospectus supplement or amendment heretoany related free writing prospectus prepared by or on behalf of us or to which we have referred you. We have This prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers constitute an offer to sell or solicitations the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which an offer or solicitation is not authorized or in which the to any person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an such offer or solicitationsolicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. You should not assume that Copies of some of the information in documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus or any prospectus supplementis a part, and you may obtain copies of those documents as well as described below under the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to heading “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking StatementsWhere You Can Find More Information.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows rules permit us to “incorporate information by reference” information into reference in this prospectus supplement and accompanying prospectus, which any applicable prospectus supplement. This means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operations. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the any applicable prospectus supplement, except for information incorporated herein superseded by reference because it is an important part of information contained in this prospectus or any applicable prospectus supplement itself or in any subsequently filed incorporated document. This prospectus and accompanying prospectus. We hereby any applicable prospectus supplement incorporate by reference the following documents into this prospectus supplement: set forth below that we have previously filed with the SEC, other than information in such documents that is deemed to be furnished and not filed. These documents contain important information about us and our business and financial condition. • Our Annual Report on Form 10-K for the year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 312022, 2020 filed with the SEC on March 31, 2021 and April 30, 20212023 (as amended by Amendment No. 1 to our Annual Report on Form 10-K filed with the SEC on April 28, respectively; 2023) • Our Quarterly Reports Report on Form 10-Q for the quarters period ended March 31, 2021 and June 302023, 2021 filed with the SEC on May 1415, 2021 and August 13, 2021, respectively2023; • Our Quarterly Report on Form 10-Q for the period ended June 30, 2023, filed with the SEC on August 10, 2023; • Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the SEC on November 9, 2023; • Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20K, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October January 30, 2023, February 13, 2023, February 24, 2023, March 30, 2023, April 18, 2023, May 8, 2023, May 15, 20212023 (other than the information furnished pursuant to Item 2.02), July 5, 2023, August 10, 2023 (other than the information furnished pursuant to Item 2.02), August 24, 2023, September 11, 2023, October 13, 2023, October 16, 2023, November 9, 2023 (other than the information furnished pursuant to Item 2.02), January 4, 2024, February 2, 2024 and February 6, 2024; and • The the description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18/A, 2016 pursuant to Section 12(b) of Exchange Actdated September 30, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 142019, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of including any amendments or reports filed for the purpose of updating such description. All documents that we file (but not those that we furnish) pursuant to Section 13(a), including Exhibit 4.13 13(c), 14 or 15(d) of the Exchange Act, after the date of the initial registration statement of which this prospectus is a part and prior to our Annual Report on Form 10-K for the year ended December 31effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus and will automatically update and supersede the information in this prospectus, 2020 and any previously filed with the SEC on March 31, 2021documents. Additionally, all All documents filed by us with the SEC under Sections that we file (but not those that we furnish) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), or after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness termination of the registration statement) offering of any of the securities covered under this prospectus shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above and will automatically update and supersede the information in this prospectus, the applicable prospectus supplement and any previous information that is part of this prospectus supplementpreviously filed documents. You may obtain any of the documents Any statement contained herein or in a document incorporated or deemed to be incorporated by reference in this prospectus or any applicable prospectus supplement shall be deemed to be modified or superseded for purposes of this prospectus and such applicable prospectus supplement to the accompanying extent that a statement contained in this prospectus or such applicable prospectus supplement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus and such applicable prospectus supplement, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or such applicable prospectus supplement. You can obtain any of the filings incorporated by reference into this prospectus or any applicable prospectus supplement through us or from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and Upon request, we will provide, free of without charge, a copy of any document or all of the reports and documents referred to above which have been incorporated by reference into this prospectus or any applicable prospectus supplement. Prospective investors may obtain documents incorporated by reference in this prospectus or any applicable prospectus supplement by requesting them in writing or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically by telephone from us at our executive offices at: Our reports and documents incorporated by reference herein may also be found in the document) by visiting “Investor Relations” section of our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ .com. The content of our website and any information that is linked to or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ accessible from our website (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information our filings with the SEC that are incorporated by reference, as required set forth under “Incorporation of Certain Documents by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website Reference”) is not incorporated by reference into, into this prospectus or any applicable prospectus supplement and does you should not constitute consider it a part ofof this prospectus, this any applicable prospectus supplement supplement, or the accompany prospectusregistration statement. We may offer and sell from time to time offer and sell, in one or more offerings under this prospectus, our shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock")debt securities, warrants warrants, rights to purchase such shares common stock, preferred stock, debt securities or units, as well as units that include any of Common Stock (the “Warrants”) these securities. We may sell any combination of these securities in one or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The more offerings with an aggregate initial offering price of all securities sold under this prospectus will not exceed up to $100,000,000150,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Companyoffer. We may offer the Each time we and/or any securityholder offers securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements pursuant to this prospectus, which may also supplement, update or amend information contained in we will provide a prospectus supplement containing specific terms of the particular offering together with this documentprospectus. You should carefully read this prospectus and any accompanying the applicable prospectus supplement, together with the documents we incorporate by reference, supplement carefully before you invest in any of these securities. We The prospectus supplement also may sell these securities on a continuous add, update or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, change information contained in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock common stock is listed on the Nasdaq Capital Market under the symbol “PHUNAPRE.” On February 9January 25, 20212024, the last reported sale price of the Common Stock on the Nasdaq Capital Market our common stock was $2.68 per share5.50. We may sell the securities directly or to or through underwriters or dealers, and also to other purchasers or through agents. The names of any underwriters or agents that are included in a sale of securities to you, and any applicable commissions or discounts, will be stated in an accompanying prospectus supplement. In addition, the underwriters, if any, may over-allot a portion of the securities. We are an “emerging growth company” and a “smaller reporting company” under federal securities laws and as such, have elected to comply with reduced public company reporting requirements for this prospectus and the documents incorporated by reference herein and may elect to comply with reduced public company reporting requirements in future filings. See “Summary — Implications of Being an Emerging Growth Company and Smaller Reporting Company.” Investing in our securities involves significant risks. We strongly recommend that you read carefully the risks we describe in this prospectus and in any accompanying prospectus supplement, as well as the risk factors that are incorporated by reference into this prospectus from our filings made with the Securities and Exchange Commission. See “Risk Factors” on page 2 of this prospectus. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 2 USE OF PROCEEDS 6 ▇▇▇▇▇ THERAPEUTICS, INC. 4 DESCRIPTION OF WARRANTS 10 DESCRIPTION OF CAPITAL STOCK 7 DESCRIPTION OF RIGHTS 19 DESCRIPTION OF DEBT SECURITIES 12 PLAN OF DISTRIBUTION 22 DESCRIPTION OF UNITS 21 EXPERTS 25 LEGAL MATTERS 25 WHERE YOU CAN FIND MORE INFORMATION 25 INFORMATION INCORPORATED BY REFERENCE 25 This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission Commission, (the “SEC”) ), using a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to sell time any combination of the securities described in this prospectus in one or more offerings for in amounts, at prices and on terms that we determine at the time of the offering, with an aggregate offering price of up to $100,000,000150,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for salesecurities, we will provide a prospectus supplement that contains specific information about describes the terms of that the relevant offering. Any The prospectus supplement also may also add, update or change information contained in this prospectus. Before making an investment decision, you should read carefully both this prospectus and any prospectus supplement together with the documents incorporated by reference into this prospectus as described below under the heading “Information Incorporated by Reference.” You should read both this prospectus and any accompanying prospectus supplement, including all documents supplement together with the additional information incorporated herein or therein by reference, together with additional information described below under . See “Where You Can Find More Information” and “Incorporation of Certain Information Incorporated by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto”. We have not authorized any other person anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in supplement to this prospectus or any prospectus supplement, is accurate as of at any date other than the date indicated on the cover page of these documents or the filing date of any document incorporated by reference, regardless of its respective datetime of delivery. Our businessWe are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. We may sell our securities to or through underwriters, financial conditiondealers or agents, results directly to purchasers or through a combination of operations any of these methods of sale, as designated from time to time. We and prospects may have changed since those datesour agents reserve the sole right to accept or reject in whole or in part any proposed purchase of our securities. The Phunware design logo An applicable prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, dealers or agents involved in the sale of our securities, and the Phunware mark appearing in any related fee, commission or discount arrangements. See “Plan of Distribution.” This summary highlights selected information from this prospectus are and does not contain all of the property of Phunwareinformation that you need to consider in making your investment decision. You should carefully read the entire prospectus, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in incorporated by reference into this prospectus. In You should also carefully read the information incorporated by reference into this prospectus, unless including our financial statements, and the context otherwise requires, references exhibits to the registration statement of which this prospectus is a part. The terms “we▇▇▇▇▇,” the “usCompany,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factorsus” and “Cautionary Note Regarding Forward-Looking Statementswe,” as used in this prospectus, refer to ▇▇▇▇▇ Therapeutics, Inc., unless we state otherwise or the context indicates otherwise.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectus, which supplement. This means that we can disclose important information about us to you by referring you to another document other documents we have filed separately with the SEC. These other documents contain important , without actually including the specific information about us, our financial condition and our results of operationsin this prospectus supplement. The information incorporated by reference is considered to be a part of this prospectus supplement supplement, and accompanying prospectus. You should read carefully information that we file later with the SEC (and that is deemed to be “filed” with the SEC) will automatically update, and may supersede, information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectus. We hereby incorporate by reference the following documents into in this prospectus supplement: . • Our Annual Report on Form 10-K for the year ended December 31June 30, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 2016 filed with the SEC on March 31September 13, 2021 and April 30, 2021, respectively2016; • Our Quarterly Reports Report on Form 10-Q for the quarters quarter ended March 31, 2021 and June September 30, 2021 2016 (filed with the SEC on May 14November 8, 2021 and August 132016); • Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 26, 20212016, respectivelyto the extent incorporated by reference into our Annual Report on Form 10-K for the year ended June 30, 2016; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15July 18, 20212016, September 20, 2016, September 28, 2016, November 8, 2016, December 16, 2016, December 20, 2016, December 23, 2016, December 30, 2016, January 10, 2017 and February 8, 2017; and • The description of the our Common Stock common stock contained in our Registration Statement current report on Form 8-A K filed with under Rule 12g-3 of the SEC Exchange Act on August 18June 19, 2016 pursuant to Section 12(b) of Exchange Act2008, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all All reports and other documents subsequently filed by us with the SEC under pursuant to Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before prior to the termination or completion of the offering of securities under this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) prospectus supplement shall be deemed to be incorporated by reference into in this prospectus supplement and to be a part hereof from the respective dates date of filing of such reports and other documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part To obtain copies of these filings, see “Where You Can Find More Information” on page S-12 of this prospectus supplement. You pSivida Corp. may obtain any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and selltime, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) series or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer issuances and certain other information about the Company. We may offer the securities in amounts, at prices and on terms that will be determined at the time of offering, up to $75,000,000 in gross proceeds to pSivida Corp. of: • Common Stock • Preferred Stock • Debt Securities • Warrants • Units The preferred stock may be convertible into shares of our common stock, the offeringdebt securities may be convertible into shares of our common stock or shares of our preferred stock, the warrants may be exercisable for shares of our common stock, shares of our preferred stock or our debt securities and the units may consist of any combination of the other types of securities described in this prospectus. We will provide specific terms of these offerings the common stock, preferred stock, debt securities warrants and securities units (which we refer to collectively as the “Securities”) in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this documentprospectus at the time when we offer them. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, such applicable supplements carefully before you invest in any of these securities. We The Securities may sell these securities on a continuous or delayed basis directlybe offered directly by us, through agentsdealers, dealers agents or underwriters as designated from time to time, time or through a any combination of these methods. We reserve the sole right to acceptIf dealers, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers agents or underwriters are involved in a particular sale, we will disclose their names and the sale nature of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth our arrangements with them in the applicable prospectus supplement, as well as . The net proceeds we expect to receive from any sale also will be included in the specific terms of the plan of distributionapplicable prospectus supplement. Our Common Stock common stock is listed quoted on the Nasdaq Capital NASDAQ Global Market under the symbol “PHUNPSDV.” On February 9, 2021, the The last reported sale price of the Common Stock our common stock on the Nasdaq Capital NASDAQ Global Market on November 18, 2015 was $2.68 per share3.86. None of the other securities offered under this prospectus are publicly traded. Investing in the Securities involves risks. See “Risk Factors” on page 2. ABOUT THIS PROSPECTUS 1 PROSPECTUS SUMMARY 1 THE COMPANY 1 RISK FACTORS 2 FORWARD-LOOKING STATEMENTS 2 RATIO OF EARNINGS TO FIXED CHARGES 3 USE OF PROCEEDS 3 PLAN OF DISTRIBUTION 3 DESCRIPTION OF SECURITIES 6 LEGAL MATTERS 15 EXPERTS 15 WHERE YOU CAN FIND ADDITIONAL INFORMATION 15 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 15 You should read this prospectus, including all documents incorporated herein by reference, together with additional information described under “Where You Can Find Additional Information.” You may obtain the information incorporated herein by reference without charge by following the instructions under “Where You Can Find Additional Information” or “Incorporation of Certain Information by Reference.” This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using utilizing a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus Securities in one or more offerings for an aggregate offering price resulting in gross proceeds to us of up to $100,000,00075,000,000. This prospectus provides you with a general description of the securities which we may offerSecurities. Each time we offer securities for salesell a portion of the Securities, we will provide a prospectus supplement that contains will contain specific information about the terms of that offering. Any The prospectus supplement may also add, update or change information contained in this prospectus. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, you should assume that the statements made in the prospectus supplement modify or supersede those made in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, supplement together with additional information described below under the heading “Where You Can Find More Additional Information” and “Incorporation on page 15 of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with Unless otherwise indicated or unless the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference context requires otherwise, all references in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy “the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to Company,” “pSivida,” “we,” “us,” and “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”pSivida Corp.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectus, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other The SEC file number for the documents incorporated by reference in this prospectus is 001-36193. The documents incorporated by reference into this prospectus contain important information that you should read about us, our financial condition and our results of operations. The information following documents are incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectus. We hereby incorporate by reference the following documents into this prospectus supplementdocument: • Our · our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 2014 filed with the SEC on March 18, 2015; · the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and 2014 from our definitive proxy statement on Schedule 14A (other than information furnished rather than filed) filed with the SEC on April 303, 2021, respectively2015; • Our · our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and 2015, June 30, 2021 2015 and September 30, 2015 filed with the SEC on May 147, 2021 2015, August 11, 2015 and August 13November 10, 20212015, respectively; • Our · our Current Reports on Form 8-K (and amendments thereto as applicableother than information furnished rather than filed) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15January 5, 20212015, March 10, 2015, March 23, 2015, April 3, 2015, April 13, 2015, May 5, 2015, May 13, 2015, May 21, 2015, July 2, 2015, July 21, 2015, August 31, 2015, September 14, 2015, September 21, 2015, December 11, 2015 and December 14, 2015; and • The · the description of our common stock, which is registered under Section 12 of the our Common Stock contained Exchange Act, in our Registration Statement registration statement on Form 8-A filed with the SEC on August 18A, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 1412, 2018 pursuant to Rule 424(b) under the Securities Act2013, relating to the Registration Statement on Form S-4, as amended, inclusive of including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on . We also incorporate by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 108-K for the year ended December 31, 2020 and exhibits filed with the SEC on March 31, 2021. Additionally, all documents such form that are related to such items) that are filed by us with the SEC under pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions i) after the date of filings that are furnished rather than filed pursuant the initial filing of the registration statement of which this prospectus forms a part and prior to Items 2.02 and 7.01 effectiveness of a Current Report on Form 8-K)the registration statement, or (ii) after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents filed with the SEC after the date of the initial registration statement and but prior to the effectiveness termination of the registration statement) shall be deemed to be incorporated by reference into this prospectus supplement from the respective dates of filing of such documentsoffering. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement. You may obtain any of the These documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files include periodic reports, proxy statements and other information with the SEC such as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Q and Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon well as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offeringproxy statements. We will provide specific terms to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of these offerings and securities in one any or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with all of the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters that are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in into this prospectus and in any prospectus supplement or amendment hereto. We have but not authorized any other person to provide you delivered with different information. If anyone provides you with different or inconsistent informationthe prospectus, you should not rely on it. We including exhibits which are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but specifically incorporated by reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual into such documents. You should not assume direct any requests for documents by writing us at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Corporate Secretary or telephoning us at (▇▇▇) ▇▇▇-▇▇▇▇. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified or superseded for purposes of the document to the extent that the information a statement contained in this prospectus document or any prospectus supplement, as well as the information we file or previously other subsequently filed with the SEC document that we incorporate is deemed to be incorporated by reference in into this prospectus document modifies or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and supersedes the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementsstatement.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” reference the information into this prospectus supplement and accompanying prospectusreports we file with it, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthese documents. The information incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement prospectus, and accompanying prospectusthe information that we file later with the SEC will automatically update and, where applicable, supersede the information already incorporated by reference. We hereby incorporate are incorporating by reference the following documents into this prospectus supplement: • Our Annual Report on Form 10-K for the year ended December 31, 2020 listed below and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 filed with the SEC on March 31, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed by us future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Act, including all filings made after the date of the filing of this prospectus, except as to any portions portion of filings any future report or document that are furnished rather than is not deemed filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K)under such provision, after the date of this prospectus supplement and before prior to the termination or completion of this offering (including all such documents offering: • Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be on February 28, 2022; • The information specifically incorporated by reference into this prospectus supplement our Annual Report on Form 10-K for the year ended December 31, 2021 from the respective dates of filing of such documents. Any information that we subsequently file our definitive proxy statement on Schedule 14A, as filed with the SEC that is incorporated on April 25, 2022; • Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, filed with the SEC on May 5, 2022, August 9, 2022 and November 4, 2022, respectively; • Current Reports on Form 8-K, filed with the SEC on January 11, 2022, February 25, 2022, June 6, 2022, June 17, 2022, September 21, 2022, November 4, 2022 and November 7, 2022; and • Description of our common stock contained in our registration statement on Form 8-A, dated December 9, 2020 as updated by reference the Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act, filed as described above will automatically update Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2021, and supersede including any previous information that is part amendment or report subsequently filed for the purpose of this prospectus supplementupdating such description. You may obtain any of the documents incorporated by reference in this prospectus supplement access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statement, and other information, if any, we file with or the accompanying prospectus from furnish to the SEC through free of charge at the SEC’s website at ▇▇▇▇://(▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement ) or the accompanying prospectus(excluding exhibits to such document unless an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at (▇▇▇▇://▇▇.▇▇▇▇▇▇▇.▇▇▇) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus. You may also request a copy of our SEC filings at no cost, by telephoning or writing us at the following telephone number or address: BioAtla, Inc. ▇▇▇▇▇ ▇▇▇▇▇.▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus SEC under the Securities Act. The Act and does not contain all the information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus to any of our contracts, including agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to itthe reports or other documents incorporated by reference into this prospectus for a copy of such contract, contains additional relevant agreement or other document. Because we are subject to the information about us. The rules and regulations reporting requirements of the SEC allow us to omit some information included in the registration statement from this prospectus supplement Exchange Act, we file annual, quarterly and the accompanying prospectus. The Company files current reports, proxy statements and other information with the SEC. Our SEC as required by filings are available to the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet public at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://Our website address is ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. Through our website, all materials that we file make available, free of charge, the following documents as soon as reasonably practicable after they are electronically with filed with, or furnished to, the SEC, including our Annual Reports on Form 10-K, ; our proxy statements for our annual and special stockholder meetings; our Quarterly Reports on Form 10-Q, ; our Current Reports on Form 8-K; Forms 3, Section 16 reports 4, and 5 with respect to our securities filed on behalf of our directors and our executive officers; and amendments to those reports as soon as reasonably practicable after such materials are electronically filed withdocuments. The information contained on, or furnished tothat may be accessed through, the SEC. Information contained on our website or any other website of our social media channels is not incorporated by reference into, and does not constitute a part of, and is not incorporated into, this prospectus supplement or the accompany prospectus. We may from From time to time offer and selltime, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements sell up to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved $200,000,000 in the sale aggregate of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings offerings. The securities we may offer may be convertible into or exercisable or exchangeable for an aggregate offering price of up to $100,000,000other securities. We may offer the securities separately or together, in separate classes, series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus provides you with a describes some of the general description terms that may apply to these securities. Each time securities are sold, the specific terms and amounts of the securities which we being offered, and any other information relating to the specific offering will be set forth in a supplement to this prospectus. We may offeralso authorize one or more free writing prospectuses to be provided to you in connection with these offerings. Each time we offer securities for sale, we will provide a The prospectus supplement that contains specific information about the terms of that offering. Any and any related free writing prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read both this prospectus, the applicable prospectus supplement and any prospectus supplementrelated free writing prospectus, including all as well as any documents incorporated herein or therein by reference, together before you invest in any of the securities being offered. This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement. Our common stock is traded on the Nasdaq Global Select Market under the symbol “BCAB”. On February 25, 2022, the closing price for our common stock, as reported on the Nasdaq Global Select Market, was $6.64 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, of the securities covered by the applicable prospectus supplement. We may offer and sell our securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on an immediate, continuous or delayed basis. The names of any underwriters, dealers or agents and the terms of the arrangements with additional information described below such entities will be stated in the accompanying prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the heading “RISK FACTORS” on page 3 of this prospectus as well as those contained in the applicable prospectus supplement and any related free writing prospectus, and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. About This Prospectus 1 BioAtla, Inc 2 Risk Factors 3 Cautionary Statement Regarding Forward-Looking Statements 4 Use of Proceeds 5 Description of Our Capital Stock 6 Description of Our Debt Securities 11 Description of Our Warrants 12 Description of Our Units 13 Plan of Distribution 14 Legal Matters 15 Experts 15 Where You Can Find More Information” and “Incorporation of Certain Additional Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are the property of their respective holders. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”15

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” information into this prospectus supplement and accompanying prospectussupplement, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other The SEC file number for the documents incorporated by reference in this prospectus supplement is 001-39281. The documents incorporated by reference into this prospectus supplement contain important information that you should read about us, our financial condition and our results of operations. The information following documents are incorporated by reference is considered to be a part of this prospectus supplement and accompanying prospectus. You should read carefully the information incorporated herein by reference because it is an important part of this prospectus supplement and accompanying prospectus. We hereby incorporate by reference the following documents into this prospectus supplementdocument: • Our ● our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Form 10-K (Amendment No. 1) for the year ended December 31, 2020 2021 that we filed with the SEC on March 3125, 2021 and April 30, 2021, respectively2022; • Our ● our Quarterly Reports on Form 10-Q and amendments thereto for the quarters ended March 31, 2021 and 2022, June 30, 2021 2022 and September 30, 2022 that we filed with the SEC on May 149, 2021 2022, August 15, 2022, November 14 and August 13November 15, 20212022, respectively; • Our ● the portions of our Definitive Proxy Statement on Schedule 14A that we filed with the SEC on April 14, 2022 that are deemed filed under applicable SEC rules; ● our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A that we filed with the SEC on October February 10, 2022, March 17, 2022, June 2, 2022, August 15, 20212022, October 3, 2022, October 12, 2022, October 20, 2022, November 14, 2022 and December 6, 2022 (other than any portion of such filings that are furnished under applicable SEC rules rather than filed); and • The ● the description of the our Common Stock common shares contained in our Registration Statement on Form 8-A filed with the SEC on August 18September 10, 2016 pursuant to Section 12(b) of Exchange Act2021, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of including any amendments amendment or reports report filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, ; and ● all reports and other documents subsequently filed by us with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K), after the date of this prospectus supplement and before prior to the termination or completion of the offering of securities under this offering (including all such documents filed with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) prospectus supplement shall be deemed to be incorporated by reference into in this prospectus supplement and to be a part hereof from the respective dates date of filing of such reports and other documents. Any information We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that we subsequently file with the SEC that is are incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus supplement. You may obtain any of the documents incorporated by reference in into this prospectus supplement or the accompanying prospectus from but not delivered with the SEC through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provideprospectus, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding including exhibits to such document unless an exhibit is which are specifically incorporated by reference in into such documents. You should direct any requests for documents to TMC the document) by visiting our investor relations website at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.metals company Inc., ▇▇▇ or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin10 Floor, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to Vancouver, British Columbia V6C 2T5. In accordance with Rule 412 of the ongoing COVID-19 pandemic, our Austin, Texas headquarters are currently not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, this prospectus supplementSecurities Act, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities statement contained in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any a document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing herein shall be deemed modified or superseded to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials extent that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, a statement contained herein or furnished to, the SEC. Information contained on our website or in any other website subsequently filed document which also is not or is deemed to be incorporated by reference into, and does not constitute a part of, this prospectus supplement herein modifies or the accompany prospectussupersedes such statement. We may offer and sell securities from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value up to $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The 100 million in aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000price. This prospectus provides you with a describes the general description terms of these securities and the general manner in which these securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offeringwill be offered by us. We will provide you with the specific terms of these offerings and securities any offering in one or more supplements to this prospectus, . The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the as well as any documents we incorporate incorporated by referencereference into this prospectus or any prospectus supplement, carefully before you invest invest. In addition, the selling shareholders identified in any this prospectus may from time to time sell up to 38,266,180 of these securitiesour common shares, without par value, or the Common Shares. We will not receive any proceeds from the sale, if any, of Common Shares by the selling shareholders. Unless otherwise set forth in a prospectus supplement, if required, the selling shareholders will pay any underwriting discounts and commissions and transfer taxes incurred by the selling shareholders in disposing of the Common Shares. Our securities may sell these securities on a continuous or delayed basis directlybe sold directly by us to you, through agents, dealers or underwriters as agents designated from time to time, time or to or through a combination underwriters or dealers. For additional information on the methods of these methods. We reserve sale, you should refer to the sole right to accept, section entitled “Plan of Distribution” in this prospectus and together with any agents, dealers and underwriters, reserve in the right to reject, in whole or in part, any proposed purchase of securitiesapplicable prospectus supplement. If any agents, dealers underwriters or underwriters agents are involved in the sale of any our securities offered by with respect to which this prospectusprospectus is being delivered, the applicable prospectus supplement will set forth names of such underwriters or agents and any applicable fees, commissions or discounts. Our net proceeds from the sale of discounts and over-allotment and other options to purchase additional securities also will be set forth in the applicable a prospectus supplement, as well as . The price to the specific terms public of such securities and the plan of distributionnet proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement. Our Common Stock is Shares are listed on the Nasdaq Capital Global Select Market under the symbol “PHUN.” TMC”. On February 9October 4, 20212022, the last reported sale price of the our Common Stock Shares was $1.02 per share. We also have warrants to purchase Common Shares listed on the Nasdaq Capital Global Select Market under the symbol “TMCWW”. On October 4, 2022, the last reported sale price of these public warrants to purchase Common Shares was $2.68 per share0.148. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on The Nasdaq Stock Market or any securities market or other securities exchange of the securities covered by the prospectus supplement. Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable. ABOUT THIS PROSPECTUS 1 RISK FACTORS 5 PROSPECTUS SUMMARY 2 USE OF PROCEEDS 8 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 PLAN OF DISTRIBUTION 12 SELLING SHAREHOLDERS 9 DESCRIPTION OF PREFERRED SHARES 19 DESCRIPTION OF COMMON SHARES AND SPECIAL SHARES 16 DESCRIPTION OF WARRANTS 26 DESCRIPTION OF DEBT SECURITIES 20 CERTAIN IMPORTANT PROVISIONS OF THE NOTICE OF ARTICLES AND ARTICLES AND THE BCBCA 32 DESCRIPTION OF UNITS 31 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 37 OWNERSHIP AND EXCHANGE CONTROLS 35 LEGAL MATTERS 46 MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 44 WHERE YOU CAN FIND MORE INFORMATION 46 EXPERTS 46 INCORPORATION OF DOCUMENTS BY REFERENCE 46 This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (Commission, or the “SEC”) , using a “shelf” shelf registration process. Under Using this shelf registration process, we may offer may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to a total dollar amount of $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer sell any securities for saleunder this prospectus, we will provide a prospectus supplement that contains will contain more specific information about the terms of that offeringthe securities being offered and the specific manner in which they will be offered. Any This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. The prospectus supplement may also add, update or change information contained or incorporated by reference in this prospectus. However, no prospectus supplement will offer a security that is not registered and described in this prospectus at the time of its effectiveness. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to the offering of securities under this prospectus. You should carefully read both this prospectus and any prospectus, the applicable prospectus supplement, including all the information and documents incorporated herein or therein by reference, together with reference and the additional information described below under the heading “Where You Can Find More Information” and “Incorporation of Certain before making an investment decision. Information by Reference.” The registration statement that contains this prospectus (including about the exhibits thereto) contains additional important information about us and selling shareholders may change over time. When the securities we may offer selling shareholders sell our Common Shares under this prospectus. We may file with the SEC certain other legal documents , we will, if necessary and required by law, provide a prospectus supplement that establish will contain specific information about the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplementsthat offering. You should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus and in any prospectus supplement prospectus. No dealer, salesperson or amendment hereto. We have not authorized any other person is authorized to provide you with different informationgive any information or to represent anything not contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should You must not rely on it. We are not making offers to sell any unauthorized information or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitationrepresentation. This prospectus contains summaries of certain provisions contained in some of is an offer to sell only the documents described hereinsecurities offered hereby, but reference only under circumstances and in jurisdictions where it is made lawful to actual documents for complete information. All summaries are qualified in their entirety by the actual documentsdo so. You should not assume that the information in this prospectus or any prospectus supplement, supplement is accurate only as well as of the date on the front of the document and that any information we file have incorporated herein by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or previously any sale of a security. We further note that the representations, warranties and covenants made by us in any agreement that is filed with the SEC as an exhibit to any document that we incorporate is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. This prospectus may not be used to consummate sales of our securities by us, unless it is accompanied by a prospectus supplement. To the extent there are inconsistencies between any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates. The Phunware design logo and the Phunware mark appearing in this prospectus are and any documents incorporated by reference, the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear in this prospectus or any prospectus supplement are document with the property of their respective holdersmost recent date will control. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus. In this prospectus, unless Unless the context otherwise requires, references to “the Company,” “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” and similar terms refer to Phunware, TMC the metals company Inc. and its our subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” reference much of the information into this prospectus supplement and accompanying prospectuswe file with the SEC, which means that we can disclose important information about us to you by referring you to another document filed separately with the SEC. These other documents contain important information about us, our financial condition and our results of operationsthose publicly available documents. The information incorporated that we incorporate by reference in this prospectus supplement is considered to be a part of this prospectus supplement and the accompanying prospectus. You should read carefully Because we are incorporating by reference future filings with the SEC, this prospectus supplement is continually updated and those future filings may modify or supersede some of the information included or incorporated herein by reference because it is an important part of in this prospectus supplement and the accompanying prospectus. We hereby This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the following documents into statements in this prospectus supplement: • Our Annual Report on Form 10-K for , the year ended December 31, 2020 and Form 10-K accompanying prospectus or in any document previously incorporated by reference herein or therein have been modified or superseded. This prospectus supplement incorporates by reference the documents listed below (Amendment File No. 1001-35798) for the year ended December 31, 2020 filed with the SEC on March 31, 2021 and April 30, 2021, respectively; • Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 filed with the SEC on May 14, 2021 and August 13, 2021, respectively; • Our Current Reports on Form 8-K (and amendments thereto as applicable) as filed with the SEC January 20, 2021, February 16, 2021, February 18, 2021, March 19, 2021, March 25, 2021, March 26, 2021, March 30, 2021, April 7, 2021, May 13, 2021, June 3, 2021, August 12, 2021, August 18, 2021, September 7, 2021, September 13, 2021, October 12, 2021, October 15, 2021 and October 19. 2021; • Our Definitive Proxy on Schedule 14A filed with the SEC on October 15, 2021; and • The description of the our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 18, 2016 pursuant to Section 12(b) of Exchange Act, which description has been updated most recently in the Registrant’s prospectus filed with the SEC on November 14, 2018 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-4, as amended, inclusive of any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021. Additionally, all documents filed by us future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than any those documents or the portions of filings that are furnished rather than those documents not deemed to be filed) until the offering of the securities offered hereby is terminated or completed: · our Annual Report on Form 10-K for the year ended December 31, 2020, filed pursuant to Items 2.02 and 7.01 of a with the SEC on March 10, 2021; · our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, filed with the SEC on May 13, 2021; · our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, filed with the SEC on August 12, 2021; · our Current Report Reports on Form 8-K), after the date of this prospectus supplement and before the termination or completion of this offering (including all such documents K filed with the SEC after on January 7, 2021; January 14, 2021; January 22, 2021; January 29, 2021; March 29, 2021; April 2, 2021; April 20, 2021; May 28, 2021; and June 21, 2021; and · the date description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on September 15, 2020, including any amendments or reports filed for the purpose of updating such description. You may request a free copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) by writing or telephoning us as follows: PROSPECTUS We may offer and sell, from time to time, in one or more offerings, together or separately, our common stock, preferred stock, warrants, rights or any combination of the initial registration statement and prior to the effectiveness foregoing, either individually or as units composed of one or more of the registration statement) shall other securities. This prospectus provides you with a general description of the securities. The aggregate public offering price of all securities issued by us under this prospectus may not exceed $300,000,000. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be deemed set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus titled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. We have applied to list our common stock on the Nasdaq Capital Market under the symbol “HGEN”. We cannot assure investors that our listing application will be approved by Nasdaq. Our common stock is currently listed for quotation on the OTCQB Venture Market operated by OTC Markets Group, Inc., under the symbol “HGEND”. The last reported sale price per share of our common stock on September 14, 2020 on the OTCQB Venture Market was $9.90. We completed a 1-for-5 reverse split of our common stock on September 11, 2020. Unless we indicate otherwise, all share and per share information presented in this prospectus as of June 30, 2020 reflects the completion of the reverse stock split. Our historical financial statements incorporated by reference into this prospectus do not reflect the reverse stock split. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 2 WHERE YOU CAN FIND MORE INFORMATION 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 4 THE COMPANY 5 RISK FACTORS 6 USE OF PROCEEDS 6 DESCRIPTION OF COMMON STOCK 7 DESCRIPTION OF PREFERRED STOCK 9 DESCRIPTION OF WARRANTS 10 DESCRIPTION OF RIGHTS 11 DESCRIPTION OF UNITS 11 FORMS OF SECURITIES 11 PLAN OF DISTRIBUTION 13 LEGAL MATTERS 16 EXPERTS 1 16 This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration statement, we may offer or sell any combination of the securities described in this prospectus, from time to time, and in one or more offerings, up to a total dollar amount of $300,000,000 as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement from to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you must rely on the information in the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate as of the date on the respective dates of filing covers of such documents. Any , and that any information that we subsequently file with the SEC that is incorporated by reference is accurate only as described above will automatically update and supersede any previous information that is part of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, such prospectus supplement, or any sale or issuance of a security, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed materially since those dates. You may obtain any of should rely only on the documents information contained or incorporated by reference in this prospectus supplement or the any accompanying prospectus from supplement. When we refer to “Humanigen,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Humanigen, Inc. and its subsidiaries on a consolidated basis, unless otherwise specified. References to “you” refer to a prospective investor. This prospectus and any accompanying prospectus supplement may include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this prospectus are the property of their respective owners. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC through filings are available over the Internet at the SEC’s website at ▇▇▇.▇▇▇.▇▇▇. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also request and we will provide, free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits to such document unless an exhibit Our website address is specifically incorporated by reference in the document) by visiting our investor relations website at ▇▇▇▇://.▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ . The information contained on, or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇-▇ Austin, Texas 78757 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Due to the ongoing COVID-19 pandemicthat can be accessed through, our Austin, Texas headquarters are currently website is not staffed to regularly receive correspondence via U.S. Mail. For faster response, requests for documents incorporated by reference can be made via email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. You should rely only on the information contained in, a part of this prospectus or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information. We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. This prospectus supplement and the accompanying prospectus is part of the registration statement on Form S-3 that we have filed with the SEC, which registers the securities offered by this prospectus supplement and the accompanying prospectus under the Securities Act. The registration statement, including the exhibits to it, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus supplement and the accompanying prospectus. The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also make available free of charge on the Investors section of our website, ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, all materials that we file electronically with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Information contained on our website or any other website is not incorporated by reference into, and does not constitute a part of, this prospectus supplement or the accompany prospectus. We may from time to time offer and sell, in one or more offerings under this prospectus, shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock"), warrants to purchase such shares of Common Stock (the “Warrants”) or units to purchase a combination thereof (the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000. This prospectus provides you with a general description of the securities we may offer and certain other information about the Company. We may offer the securities in amounts, at prices and on terms determined at the time of the offering. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which may also supplement, update or amend information contained in this document. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of these securities. We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities offered by this prospectus, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement, as well as the specific terms of the plan of distribution. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “PHUN.” On February 9, 2021, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.68 per share. This prospectus is part of a registration statement filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we may offer to sell any combination of the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $100,000,000. This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a prospectus supplement that contains specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains this prospectus (including the exhibits thereto) contains additional important information about us and the securities we may offer under this prospectus. We may file with the SEC certain other legal documents that establish the terms of the securities offered by this prospectus as exhibits to documents or future prospectus supplements. You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement or amendment hereto. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or solicitations to buy the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to actual documents for complete information. All summaries are qualified in their entirety by the actual documents. You should not assume that the information in this prospectus or any prospectus supplement, and you should not consider information on our website to be part of this prospectus or any accompanying prospectus supplement. We have included our website address as well as the information an inactive textual reference only. This prospectus and any prospectus supplement are part of a registration statement that we file or previously filed with the SEC that we incorporate by reference and do not contain all of the information in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those datesthe registration statement. The Phunware design logo and full registration statement may be obtained from the Phunware mark appearing in this prospectus SEC or us, as provided below. Forms of the documents establishing the terms of the offered securities are or may be filed as exhibits to the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the property document to which it refers. You should refer to the actual documents for a more complete description of their respective holdersthe relevant matters. We have omitted You may obtain the ® registration statement and ™ designationsexhibits to the registration statement from the SEC’s website, as applicable, for the trademarks used in this prospectus. In this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer to Phunware, Inc. and its subsidiaries. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read the sections below entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statementsprovided above.”