| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Phunware, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1002 WEST AVENUE, AUSTIN,
UTAH
, 84060. |
| Item 2. | Identity and Background |
|
| (a) | GoldenFuture Capital Investment Ltd, a Cayman Islands limited liability company ("GoldenFuture Fund"); Goldenwise Capital Group Limited, a Hong Kong limited liability company ("Goldenwise"), which serves as the investment manager of GoldenFuture Fund and certain separately managed accounts (the "SMAs"); Huakun (Richard) Ding, who serves as the founder and director of Goldenwise and GoldenFture Fund. This Statement is being filed by Huakun (Richard) Ding, the controlling member of Goldenwise, which manages GoldenFuture Fund and certain SMAs. |
| (b) | The principal office or business address of the Fund and Goldenwise is Level 28, The Lee Garden Two, 28 Yun Ping Road, Cause way Bay, Hong Kong |
| (c) | The principal business of GoldenFuture Fund is investing in securities and engaging in all related activities and transactions. The p rincipal business of Goldenwise, is serving as the investment manager of GoldenFuture Fund and certain SMAs. The principal occ upation of Mr. Huakun Ding is serving as the CEO and Chief Investment Officer of Goldenwise. |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of compet ent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | GoldenFuture Fund is organized under the laws of the Cayman Islands. Goldenwise Capital Group Limited is organized under the laws of Hongkong. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | All of the Shares to which this Schedule 13D relates were purchased in open market on behalf of the Reporting Persons using the working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) o f the respective Reporting Person. The aggregate amount of funds used for the purchase of the securities reported herein was ap proximately USD $3,678,360, including brokerage commissions. |
| Item 4. | Purpose of Transaction |
| | The Reporting Person has further increased its stock position in Phunware recently. The Reporting Person believes that Phunware is undervalued.
On August 21, 2026, the Reporting Person submitted a formal notice letter to the Issuer nominating Mona Zhang, a board candidate with a strong background, for election to the Board of Directors at the Issuer's 2026 Annual Meeting of Stockholders.
SEC filings disclosed that, on the same date (August 21), each of Phunware three directors - Elliot Han, Quyen Du, and Ed Lu - received 70,912 immediately vested restricted stock units at a purchase price of $0. Together, the three directors received 212,736 shares, representing approximately $450,000 in aggregate value, $150,000 per director.
The Reporting Person believes that there are opportunities to enhance shareholder value through improved alignment, governance, and execution, and intends to continue to evaluate all available options to achieve such objectives. Depending on various factors, including, without limitation, market conditions, the Company's performance, and ongoing discussions with the Company and other shareholders, the Reporting Person may from time to time increase or decrease its beneficial ownership of the Company's securities, and may pursue various alternatives with respect to its investment, including engaging with other shareholders, seeking board representation, or pursuing other actions available to shareholders.
The Reporting Person reserves the right to formulate and pursue any plans or proposals described in Item 4 of Schedule 13D, subject to applicable law.
|
| Item 5. | Interest in Securities of the Issuer |
| (a) | Goldenwise Capital Group Limited beneficially owns 1,882,869 shares of Common Stock, representing 9.1% of all the outstanding shares of Common Stock. The GoldenFuture Fund and certain SMAs are controlled by Goldenwise Capital Group. Therefore, Goldenwise Capital Group may be deemed to beneficially own the 1,882,869 shares of Common Stock.
Mr. Ding, as the CEO of Goldenwise Capital Group may be deemed to beneficially own the 1,882,869 shares of Common Stock beneficially owned by Goldenwise Capital Group through the GoldenFuture Fund and certain SMAs, representing 9.1% of all the outstanding shares of Common Stock. |
| (b) | Each of Goldenwise Capital Group Limited and Mr. Ding may be deemed to have sole voting and dispositive power with respect to the 1,882,869 shares of Common Stock. |
| (c) | Schedule 1 is attached. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Goldenwise manages options positions on behalf of GoldenFuture and on behalf of individual clients. As to these options, Mr. Ding has voting discretion and buy/sell discretion. GoldenFuture holds the following put and call option positions in Phunware:
Short In-the-Money Put Options:
Exercise price $2.50, expiration January 2027: 110 contracts.
Short Out-of-the-Money Call Options:
Exercise price $2.50, expiration January 2027: 1,187 contracts.
Individual clients hold the following put and call option positions in Phunware:
Short In-the-Money Put Options:
Exercise price $2.50, expiration November 2026: 11 contracts.
Exercise price $2.50, expiration January 2027: 1 contracts.
Short Out-of-the-Money Call Options:
Exercise price $2.50, expiration January 2027: 4,363 contracts.
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