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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 xxxx://xxx.xxx.xxx. 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 documentaccompanying prospectuses) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx modifies, supersedes or by writing replaces such statement. Any statement so modified, superseded or calling us at replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this prospectus supplement or the following address or telephone number: Phunwareaccompanying prospectuses. Statements contained in this prospectus supplement, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 accompanying prospectuses and any document incorporated by reference can 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 made via email 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxxobtain 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 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 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 Xxxxxx Pharmaceuticals Holdings, Inc. is referred to herein as “Xxxxxx,” “the Company,” “we,” “us,” and “our,” unless the context indicates otherwise. You 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 XXXX. Our principal executive offices are located at 000 Xxxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxxxxxxxxx.xxx. 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 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 website at xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 maintain a website that contains information about us at xxx.xxxxxxxxx.xxx. The information found on, 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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” 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 by reference as described above will automatically update on April 25, 2022; • Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 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 September 30, 2022, filed with the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request on May 5, 2022, August 9, 2022 and we will provideNovember 4, free of charge2022, 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunwarerespectively; • Current Reports on Form 8-K, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 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 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 our registration statement on Form S-3 that we have filed with 8-A, dated December 9, 2020 as updated by 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 Description of the SEC allow us Registrant’s Securities Registered Pursuant 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 Section 12 of the Exchange Act. You can read , filed as Exhibit 4.3 to our Annual Report on Form 10-K for the Company’s filings with year ended December 31, 2021, and including any amendment or report subsequently filed for the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at xxxx://xxx.xxx.xxxpurpose of updating such description. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, all materials that we file electronically with the SEC, including access our Annual Reports Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Section 16 reports proxy statement, and amendments other information, if any, we file with or furnish to those reports the SEC free of charge at the SEC’s website (xxx.xxx.xxx) or our website (xxx.xxxxxxx.xxx) as soon as reasonably practicable after such materials 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. 00000 Xxxxxxxxx Xxxx Xxx Xxxxx, Xxxxxxxxxx 00000 Telephone: (000) 000-0000 This prospectus is part of the registration statement on Form S-3 we filed with the SEC under the Securities 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, 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 the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. Because we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at xxxx://xxx.xxx.xxx. Our website address is xxx.xxxxxxx.xxx. Through our website, we make available, free of charge, the following documents as soon as reasonably practicable after they are electronically 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, 4, and 5 with respect to our securities filed on behalf of our directors and our executive officers; and amendments to those documents. Information The information contained on on, or that may be accessed through, 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 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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 0000 Xxxx 0xx Xxxxxx, Xxxxx X, Xxxx xx Xxxxxxx, XX 00000 Attn: Corporate Secretary or telephoning us at (000) 000-0000. 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 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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or no cost, by writing or calling us at the following address or telephone numberaddress: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx.000 Xxxxxxx Xxxxxx, Xxxxx 000-X AustinXxx Xxxxxx 00000, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx telephone: (000) 000-0000 Due to the ongoing COVID-19 pandemic0000, 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx 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, 0000 Xxxxx Xxxxx XxxxXxx., Xxxxx 000-X AustinIrvine, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx California 92614 or you may call us at (000) 000-0000 Due 0000. 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxxinto 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 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 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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 as well as proxy statements. We will provide to those reports as soon as reasonably practicable after 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 but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into such materials are electronically filed withdocuments. You should direct any requests for documents by writing us at 000 Xxxxxxxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attn: Corporate Secretary or furnished to, telephoning us at (000) 000-0000. 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 SEC. Information document to the extent that a statement contained on our website in this document or any other website subsequently filed document that is not deemed to be incorporated by reference intointo this document modifies or supersedes the statement. From time to time, and does not constitute a part of, we may offer up to $250,000,000 of any combination of the securities described in 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 “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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxxthese 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 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 through the SEC’s website at xxxx://xxx.xxx.xxxprospectus. You may also obtain copies of these filings, at no cost, through the “Investor Relations” section of our website (xxx.xxxxxxx.xxx) and you may request and we will provide, free of charge, a copy of these filings (other than an exhibit to any document filing unless we have specifically incorporated that exhibit by reference in this prospectus supplement or into 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 filing), at xxxx://xxxxxxxxx.xxxxxxxx.xxx or no cost, by writing or calling telephoning us at the following address address: Information on, or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or xxx.xxxxxxxxxx.xxx by writing or calling us at viewing the following address or telephone number: Phunware, Inc. Attention: “SEC Filings” subsection of the “Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 Due Relations” menu. No additional information on our website is deemed 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, part of or incorporated by reference into the accompanying prospectus, this prospectus supplement, any future accompanying . We have included our website address in this prospectus supplement solely as an inactive textual reference. Forte Biosciences, Inc. 0000 X Xxxxxx Xxxxxx MRL Building 3-320 From time to time, we may offer up to $100,000,000 of any combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, 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 this prospectus. We 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 filed by us with the SEC. We have not authorized anyone to provide you with different may also add, update or additional information. We are not offering to sell or soliciting any offer to buy any securities change information contained in any jurisdiction where the offer or sale is not permittedthis prospectus. You should not assume that the information in carefully read this prospectus supplementprospectus, 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 any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the accompanying securities being offered. 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 on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or 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. 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 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 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 any of the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also To 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address all of these documents, you should write or telephone number: Phunware, Inc. Attentionus at: Investor Relations 0000 Xxxxx Xxxxx Relations, Pacific Ethanol, Inc., 000 Xxxxxxx Xxxx., Xxxxx 000-X Austin0000, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Xxxxxxxxxx, Xxxxxxxxxx 00000, (000916) 000-0000 Due to the ongoing COVID-19 pandemic403- 2123. In addition, 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 each document incorporated by reference is accurate as of any date other than the date readily accessible on the front cover of the applicable documentour website at xxx.xxxxxxxxxxxxxx.xxx. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing relates to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 08-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 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 the accompanying prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. 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 (other than exhibits to such document those documents, unless an exhibit is the exhibits are specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone numberinto those documents). Requests should be directed to: PhunwareXxxx X. Xxxx, President Torchlight Energy Resources, Inc. Attention: Investor Relations 0000 X. Xxxxx Xxxxx Xxxx.Xxxxxxx, Xxxxx 000-X Austin0000 Plano, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx 75093 Telephone: (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. Email: xxxx@xxxxxxxxxxxxxxxx.xxx 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 also may access these filings with the SEC, including this prospectus supplement and the accompanying prospectus, over the internet at the SEC’s website at xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 prospectusat xxx.xxxxxxxxxxxxxxxx.xxx. 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 do 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 our website 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” 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 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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 will be deemed to be modified or superseded for purposes 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 to the Securities Actextent that 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 filed document that is deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus modifies or supersedes the statement. The registration statementAny statement so modified or superseded will not be deemed, including the exhibits except as so modified or superseded, to it, contains additional relevant information about us. The rules and regulations constitute a part 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 SECWe will provide to each person, including this any beneficial holder, to whom a prospectus supplement and the accompanying prospectusis delivered, over the internet at the SEC’s website at xxxx://xxx.xxx.xxx. You may also read and no cost, upon written or oral request, a copy of any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation or all of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, all materials information 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 has been incorporated by reference into, and does not constitute a part of, this in the prospectus supplement or but not delivered with the accompany prospectusprospectus supplement. You should direct any requests for documents to: Torchlight Energy Resources, Inc. 0000 X. Xxxxx Xxxxxxx, Xxxxx 0000 Plano, Texas 75093 Attention: Xxxx X. Xxxx, President Telephone: (000) 000-0000 S-16 We may offer and sell the following securities from time to time offer and sell, in one or more offerings under this prospectusclasses or series and in amounts, at prices and on terms that we will determine at the time of the offering, with an aggregate offering price not to exceed $250,000,000: ● 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 ; ● warrants; ● units consisting of combinations of any of the foregoing; and/or ● rights to purchase such shares any of Common Stock the foregoing. This prospectus provides you with a general description of these securities. Each time we will offer and sell them, we will provide their specific terms in a supplement to this prospectus. Such prospectus supplement may add, 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 in this prospectus and any accompanying prospectus supplement, carefully before you invest in our securities. This prospectus may not be used to offer and sell securities, unless accompanied by a prospectus supplement. We may offer the 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 a registration statement that we filed with the Securities and Exchange Commission (the “WarrantsSEC”) or units using what is commonly referred to purchase as a shelf registration process. Under this shelf registration process, we may offer and sell any combination thereof (of the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under described in this prospectus will not exceed $100,000,000in one or more offerings. 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 xxx.xxx.xxx. 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 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 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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in, or incorporated by reference into the accompanying prospectus, or provided in this prospectus supplement, any future accompanying prospectus supplement or any free writing prospectus filed by us with the SEC. We have not authorized anyone else 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 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 date 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 supplement. We will provide without charge to each person to whom a copy of this prospectus supplement is delivered, upon written or amendment hereto. We have not authorized oral request, a copy of 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 all 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 information 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 has been incorporated by reference in this prospectus or any supplement but not delivered with this prospectus supplement, is accurate as of any date supplement (other than its respective date. Our businessan exhibit to these filings, financial condition, results of operations and prospects may unless we have changed since those dates. The Phunware design logo and the Phunware mark appearing specifically incorporated that exhibit by reference in this prospectus are supplement). Any such request should be addressed to us at: 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X’Xxxxxxxx, Principal Financial Officer, or made by phone at (000) 000-0000. You may also access the property of Phunware, Inc. Trade names, trademarks and service marks of other companies that may appear documents incorporated by reference in this prospectus supplement through our website at www.actinium xxxxxxxxxxxxxxx.xxx. Except for the specific incorporated documents listed above, no information available on or any through our website shall be deemed to be incorporated in this prospectus supplement are or 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 registration statement 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 “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: 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, (000) 000-0000, 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 or supplement, the accompanying prospectus from the SEC through the SEC’s website at xxxx://xxx.xxx.xxx. You may also request and we will provideprospectus, free of charge, a copy of or in any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding 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 such document unless the registration statement, of which this prospectus supplement forms a part, or as an exhibit is specifically incorporated by reference in the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 Actreference. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of these documents from the materials SEC or from us, as described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 prospectusabove. We may from time to time offer and sell, in from time to time, one or more offerings under any combination of the securities we describe in this prospectus. The preferred stock, shares of depositary shares, warrants, purchase contracts, units and subscription rights may be convertible into or exercisable or exchangeable for 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"), warrants to purchase such shares of Common Stock (the “Warrants”) stock 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 $100,000,000our other securities. This prospectus provides you with a general description of the securities we may offer. When we offer and certain other securities, we will provide you with a prospectus supplement that will contain specific information about the Company. We may offer 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 in amountswill be offered. The applicable prospectus supplement will also contain information, at prices where applicable, about U.S. federal income tax considerations relating to, and any listing on terms determined at a securities exchange of, the time of securities covered by the offeringprospectus supplement. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which The prospectus supplement may also supplementadd to, update or amend change the information contained in this documentprospectus. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, supplement carefully before you invest in any of these 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 directly, through agentsbasis. If any underwriters, 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 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 offered by will disclose the exchange or market on which those securities will be listed or quoted. Our principal executive offices are located at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx 00000, and our telephone number is (000) 000-0000. Our internet address is xxx.xxxxxxxx.xxx. 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 will set forth any applicable commissions or discounts. Our net proceeds from and the sale of securities also will be set forth risk factors included in the applicable prospectus supplement, as well as supplement and/or in our periodic and other reports and other information that we file with the specific terms of the plan of distributionSecurities and Exchange Commission before investing in our securities. 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 shareABOUT 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 a an automatic shelf registration statement that we filed with the Securities and Exchange Commission (the “Commission, or SEC”) , using a “shelf” shelf registration processprocess 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 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 we may offer. Each time we offer securities for saleto sell any of the securities, we will provide a prospectus supplement that contains will contain specific information about the terms of that offeringoffering and the securities being offered. Any The prospectus supplement may also add, update or change information contained in this prospectus. You should read both If there is an inconsistency between the information in this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, 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 below under the heading “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 in this prospectus and any accompanying prospectus supplement or incorporated by reference in this prospectus and in any prospectus supplement herein or amendment heretotherein. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or inconsistent additional information, you should not rely on it. We are This prospectus and any accompanying prospectus supplement do not making offers constitute an offer to sell or solicitations 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 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 We may only use this prospectus to sell the Phunware mark appearing securities if it is accompanied by a prospectus supplement. Unless otherwise indicated or the context requires otherwise, references in this prospectus are to “GameStop,” 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,” “we,” “us,” “our,” “our company,” “the Company,” or “Phunware” refer comparable terms are to PhunwareGameStop Corp., Inc. a Delaware corporation, and its consolidated subsidiaries. We file annual, quarterly and current reports, proxy statements and other information with the SEC. 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 xxxx://xxx.xxx.xxx. Unless specifically listed under “Incorporation of Certain Information by Reference” below, the information contained on the SEC website is not intended to be incorporated by reference in this prospectus and you should not consider that information a part of this prospectus. Information about us is also available on our website at xxxxx://xxx.xxxxxxxx.xxx. Information on our website does not constitute part of, and is not incorporated by reference in, this prospectus or any prospectus supplement. We have filed with the SEC a registration statement on Form S-3 with respect to the securities 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 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 xxxx://xxx.xxx.xxxdate 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: PhunwareXenetic Biosciences, Inc. Attention: Investor Relations 0000 Inc., 00 Xxxxx Xxxxx Xxxx.Xxxxxx, Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Xxxxxxxxxx, Xxxxxxxxxxxxx 00000, or (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 “PHUN0000.” 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 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 xxxx://xxx.xxx.xxxsecurities. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxxthat 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section portions of our website, xxxx://xxx.xxxxxxxx.xxx, 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” reference information into this prospectus supplement and accompanying prospectuscontained in documents we file with it, which means that we can disclose important information about us to you by referring you to another document filed separately those documents already on file with the SEC. These other documents SEC that 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 supplement, 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 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 any future information filed (Amendment No. 1rather than furnished) 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)Act, after between the date of this prospectus supplement and before the termination of the offering of the securities covered by this prospectus supplement, provided, however, that we are not incorporating any information furnished under any of Item 2.02 or completion Item 7.01 of this offering any Current Report on Form 8-K (including all and exhibits filed on such documents form that are related to such items): ● Our Transition Report on Form 10-KT for the transition period from July 1, 2019 to December 31, 2019, filed with the SEC after on March 26, 2020; ● Our Annual Report on Form 10-K for the date fiscal year ended June 30, 2019, filed with the SEC on September 24, 2019; ● Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 15, 2020; ● Our Current Reports on Form 8-K and 8-K/A filed with the Commission on July 17, 2019, July 18, 2019, July 29, 2019, September 27, 2019, October 1, 2019, October 18, 2019, October 21, 2019; December 3, 2019, December 6, 2019, December 26, 2019, January 10, 2020, March 9, 2020, March 12, 2020, and April 6, 2020; and ● The description of certain capital stock contained in our Registration Statement 8-A filed on October 10, 2019, as it may further be amended from time to time. Upon written or oral request, we will provide at no cost to the requester a copy of all of the initial registration statement and prior to the effectiveness of the registration statement) shall be deemed to be information that has been incorporated by reference into in 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 copies of these documents from us, without charge (other than exhibits, unless the exhibits are specifically incorporated by reference), by contacting our chief financial officer, c/o Relmada Therapeutics, Inc., at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. Our telephone number is 000-000-0000. You may also access the documents incorporated by reference in this prospectus supplement or the accompanying prospectus from the SEC through the SEC’s our website at xxxx://xxx.xxx.xxxxxx.xxxxxxx.xxx. You may also request and we will provideExcept for the specific incorporated documents listed above, free of charge, a copy of any document no information available on or through our website shall be deemed to be incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits registration statement of which it forms a part. ■ common stock; ■ preferred stock; ■ warrants to such document unless an exhibit is specifically incorporated by reference in purchase our securities; ■ subscription rights to purchase any of the document) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx foregoing securities; ■ depositary shares; ■ purchase contracts; or by writing or calling us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. You should rely only on the information contained in■ units comprised of, 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 supplementother combinations of, 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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 prospectusforegoing securities. We may from time to time offer and sellsell these securities separately or together, 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 classes 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 described 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 securitiesofferings. We may sell these offer securities on a continuous through underwriting syndicates managed or delayed basis directlyco-managed by one or more underwriters or dealers, through agents, dealers agents or underwriters as designated from time directly to time, or through a combination of these methodspurchasers. 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 The prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale for each offering of securities also will be set forth describe in the applicable prospectus supplement, as well as the specific terms of detail the plan of distributiondistribution for that offering. Our Common Stock is listed on For general information about the Nasdaq Capital Market under the symbol distribution of securities offered, please see “PHUN.Plan of Distribution” 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 offerprospectus. Each time we offer our securities for saleare offered, we will provide a prospectus supplement that contains containing more specific information about the terms of that offeringparticular offering and attach it to this prospectus. Any The prospectus supplement supplements may also add, update or change information contained in this prospectus. You should read both this This prospectus may not be used to offer or sell securities without a prospectus supplement which includes a description of the method 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 Statementsoffering.”

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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx 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 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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. Xxx Xxxxxxx 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” 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 xxxx://xxx.xxx.xxx. 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 xxxx://xxxxxxxxx.xxxxxxxx.xxx or no cost, by writing or calling telephoning us at the following address or telephone number: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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” 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 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 our common stock contained in our Registration Statement on Form 8-A filed with the SEC that is incorporated by reference as described above will automatically update and supersede on September 15, 2020, including any previous information that is part amendments or reports filed for the purpose of this prospectus supplementupdating such description. 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 xxxx://xxx.xxx.xxx. You may also request and we will provide, a free of charge, a copy of any document incorporated by reference in this prospectus supplement or the accompanying prospectus(excluding exhibits these filings (other than an exhibit to such document a filing unless an that exhibit is specifically incorporated by reference in the documentinto that filing) by visiting our investor relations website at xxxx://xxxxxxxxx.xxxxxxxx.xxx or by writing or calling telephoning us at the following address or telephone numberas follows: Phunware, Inc. Attention: Investor Relations 0000 Xxxxx Xxxxx Xxxx., Xxxxx 000-X Austin, Texas 78757 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx (000) 000-0000 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 xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx. 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 xxxx://xxx.xxx.xxx. You may also read and copy any document the Company files with the SEC at the SEC’s Public Reference Room located at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. You may obtain information on the operation of the Public Reference Room by calling the SEC at 0-000-XXX-0000. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. We also make available free of charge on the Investors section of our website, xxxx://xxx.xxxxxxxx.xxx, 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. PROSPECTUS We may offer and sell, from time to time offer and selltime, in one or more offerings under this prospectusofferings, shares of together or separately, our common stock, par value $0.0001 per share (the “Common Stock”), shares of preferred stock, par value $0.0001 per share ("Preferred Stock")warrants, warrants to purchase such shares rights or any combination of Common Stock (the “Warrants”) foregoing, either individually or as units to purchase a combination thereof (composed of one or more of the "Units") of Phunware, Inc. (the “Company”). The aggregate initial offering price of all securities sold under this prospectus will not exceed $100,000,000other 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 may offer and certain other sell securities, we will provide a supplement to this prospectus that contains specific information about the Company. We may offer offering and the securities in amounts, at prices and on terms determined at the time of the offeringsecurities. We will provide specific terms of these offerings and securities in one or more supplements to this prospectus, which The supplement may also supplementadd, update or amend change information contained in this documentprospectus with respect to that offering. You should carefully read this prospectus and any accompanying the applicable prospectus supplement, together with the documents we incorporate by reference, supplement before you invest in any of these our securities. We may offer and sell these the securities on a continuous described in this prospectus and any prospectus supplement to or delayed basis directlythrough one or more underwriters, through dealers and agents, dealers or underwriters as designated from time directly to timepurchasers, 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 agentsunderwriters, dealers or underwriters agents 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 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 plan offering of distributionsuch securities. Our Common Stock is listed We have applied to list our common stock on the Nasdaq Capital Market under the symbol “PHUN.” On February 9HGEN”. 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, 2021Inc., under the symbol “HGEND”. The last reported sale price per share of the Common Stock our common stock on September 14, 2020 on the Nasdaq Capital OTCQB Venture Market was $2.68 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 shareshare 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 (Commission, or the “SEC”) , using a “shelf” registration process. Under this shelf registration processstatement, we may offer to or sell any combination of the securities described in this prospectus prospectus, from time to time, and in one or more offerings for an aggregate offering price of offerings, up to a total dollar amount of $100,000,000. This prospectus provides you with a general description of the securities which we may offer300,000,000 as described in this prospectus. Each time that we offer securities for saleand sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. Any The prospectus supplement may also add, update or change information contained in this prospectusprospectus with respect to that offering. You 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 any the applicable prospectus supplement, including all documents incorporated herein or therein by reference, together with the additional information described below under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” The registration statement that contains We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus (including 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 exhibits thereto) contains additional important reliability of, any other information about us 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 securities we may offer under applicable prospectus supplement to this prospectus is accurate as of the date on the respective covers of such documents, and that any information 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, such prospectus supplement, or any sale or issuance of a security, unless we indicate otherwise. We Our business, financial condition, results of operations and prospects 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 supplementshave changed materially since those dates. You should rely only on the information contained or incorporated by reference in this prospectus or any accompanying prospectus supplement. When we refer to “Humanigen,” “we,” “our,” “us” and the “Company” in any prospectus supplement or amendment heretothis prospectus, we mean Humanigen, Inc. and its subsidiaries on a consolidated basis, unless otherwise specified. We have not authorized any other person References 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 “you” refer 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 solicitationa prospective investor. This prospectus contains summaries of certain provisions contained in some of the documents described hereinand any accompanying prospectus supplement may include trademarks, but reference is made to actual documents for complete informationservice marks and trade names owned by us or other companies. All summaries trademarks, service marks and trade names included in this prospectus are qualified in the property of their entirety respective owners. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available over the Internet at the SEC’s website at xxx.xxx.xxx. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at xxxx://xxx.xxx.xxx. Our website address is xxx.xxxxxxxxx.xxx. The information contained on, or that can be accessed through, our website is not a part of this prospectus or incorporated by the actual documents. You should not assume that the information in reference into 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.”