Phunware Announces S-1 Registration Statement Declared Effective

AUSTIN, Texas–(BUSINESS WIRE)–Today Phunware, Inc. (NASDAQ: PHUN) (the “Company”), a fully-integrated
enterprise cloud platform for mobile that provides products, solutions,
data and services for brands worldwide, announced that the United States
Securities and Exchange Commission (the “SEC”) has declared the
Company’s registration statement on Form S-1 (File No. 333-229524) (the
“Registration Statement”) effective.

This S-1 Registration Statement relates to 16,742,104 shares of common
stock and 10,312,078 warrants. The Company will not receive any proceeds
from the sale of the securities offered by the selling securityholders
under this prospectus (the “Securities”). As further explained in the
prospectus relating to the Registration Statement, the Company may
receive proceeds from the exercise of the Sponsor Private Placement
Warrants, the Public Warrants, the Series D-1 Warrants, the Series F
Warrants and the UPO Warrants (collectively, the “Warrants”). To the
extent that the Warrants are cashless (net) exercised, as applicable, or
the Public Warrants are called by us for redemption, we would not
receive proceeds for the exercise of such Warrants. We expect to use the
net proceeds from the exercise of the Warrants for general corporate
purposes.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.

Safe Harbor Clause and Forward-Looking
Statements:

This press release includes forward-looking statements. All statements
other than statements of historical facts contained in this press
release, including statements regarding our future results of operations
and financial position, business strategy and plans, and our objectives
for future operations, are forward-looking statements. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“expose,” “intend,” “may,” “might,” “opportunity,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “will,” “would” and similar
expressions that convey uncertainty of future events or outcomes are
intended to identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this press release are based
on our current expectations and beliefs concerning future developments
and their potential effects on us. Future developments affecting us may
not be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our
control) and other assumptions that may cause actual results or
performance to be materially different from those expressed or implied
by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described under the
heading “Risk Factors” in our SEC filings, including our reports on
Forms 10-K, 10-Q, 8-K and other filings that we make with the SEC from
time to time. Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual
results may vary in material respects from those projected in these
forward-looking statements. We undertake no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under
applicable securities laws. These risks and others described under “Risk
Factors” in our SEC filings may not be exhaustive.

By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances
that may or may not occur in the future. We caution you that
forward-looking statements are not guarantees of future performance and
that our actual results of operations, financial condition and
liquidity, and developments in the industry in which we operate may
differ materially from those made in or suggested by the forward-looking
statements contained in this press release. In addition, even if our
results or operations, financial condition and liquidity, and
developments in the industry in which we operate are consistent with the
forward-looking statements contained in this press release, those
results or developments may not be indicative of results or developments
in subsequent periods.

Disclosure Information

Phunware uses the investor relations section on its website as the means
of complying with its disclosure obligations under Regulation FD.
Accordingly, we recommend that investors should monitor Phunware’s
investor relations website in addition to following Phunware’s press
releases, SEC filings, and public conference calls and webcasts.

About Phunware, Inc.

Everything You Need to Succeed on Mobile — Transforming Digital Human
Experience

Phunware,
Inc. (NASDAQ: PHUN) is the pioneer of Multiscreen-as-a-Service
(MaaS), a fully integrated enterprise cloud platform for mobile that
provides companies the products, solutions, data and services necessary
to engage, manage and monetize their mobile application portfolios and
audiences globally at scale. Phunware’s
Software Development Kits (SDKs) include location-based services,
mobile engagement, content management, messaging, advertising,
analytics, loyalty and rewards (PhunCoin),
as well as a mobile application framework of pre-integrated iOS and
Android software modules for building in-house or channel-based mobile
application and vertical solutions. Phunware helps the world’s most
respected brands create category-defining mobile experiences. For more
information about how Phunware is transforming the way consumers and
brands interact with mobile in the virtual and physical worlds, visit https://www.phunware.com,
https://www.phuncoin.com
and follow @phunware and @phuncoin on all social media platforms.

Contacts

PR & Media Inquiries:
Sarah Miller
smiller@axis-entertainment.com
T:
310 276.2220

Investor Relations:
Phunware, Inc.
investorrelations@phunware.com
T:
512 693.4199