Goldenwise presses for board changes at Phunware, Inc. (PHUN)

Rhea-AI Filing Summary

Goldenwise Capital Group Ltd, an investment manager based in Hong Kong, reports beneficial ownership of 1,404,176 shares of Phunware common stock, representing 6.9% of the outstanding shares. The position was acquired in open‑market purchases for approximately USD $2,690,523.00 using working capital.

The reporting person describes the investment as activist and has sent an open letter to Phunware’s board seeking governance changes, board “refreshment,” and potential board representation. It criticizes current governance and director compensation, proposes four potential director candidates, and states it may nominate directors and conduct a proxy solicitation for the 2026 annual meeting while reserving the right to adjust its stake.

Filing Explained

The July 14 amendment confirms that Goldenwise Capital Group reports 1,404,176 Phunware shares, or 6.9% of the class, with sole voting and dispositive power; proposed board nominations, a proxy solicitation, and other shareholder-rights actions remain possible rather than completed.

Key Figures

Beneficial ownership: 1,404,176 shares Ownership percentage: 6.9% of common stock Aggregate purchase cost: USD $2,690,523.00 +2 more

5 metrics

Beneficial ownership 1,404,176 shares Goldenwise Capital Group Ltd beneficially owns 1,404,176 shares of Phunware common stock

Ownership percentage 6.9% of common stock Represents 6.9% of all outstanding Phunware common shares

Aggregate purchase cost USD $2,690,523.00 Approximate total funds used for open‑market purchases of the reported shares, including commissions

Estimated chair compensation over USD $630,000 Reporting person estimates Mr. Han’s compensation from January 2024 to now exceeds USD $630,000

Annualized chair compensation more than USD $250,000 per year Estimated annual compensation for Mr. Han during a period of substantially lower shareholder value

Key Terms

beneficially owns, dispositive power, proxy solicitation, Section 220

4 terms

beneficially owns financial

"Goldenwise Capital Group Ltd beneficially owns 1,404,176 shares of Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

dispositive power financial

"may be deemed to have sole voting and dispositive power with respect to the shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

proxy solicitation regulatory

"may nominate director candidates and conduct a proxy solicitation in connection"

Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.

Section 220 regulatory

"including the inspection of books and records (Section 220) under applicable law"

A legal right under Delaware corporate law that allows a shareholder to request and, if necessary, ask a court to compel a company to produce its books and records when the company refuses. It matters to investors because it provides a formal way to verify financial statements, investigate governance or suspected wrongdoing, and gather evidence to support shareholder actions — like being allowed to look through a company’s file cabinet to check the facts before making decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/14/2026 - 07:50 PM Accepted by SEC EDGAR 07/14/2026 - 07:50 PM Learn about SEC filing dates

FAQ

What stake does Goldenwise Capital hold in Phunware (PHUN)?

Goldenwise Capital Group Ltd reports beneficial ownership of 1,404,176 shares of Phunware common stock, representing 6.9% of the outstanding shares, held through GoldenFuture Fund and certain separately managed accounts it controls.

How much has Goldenwise Capital invested in Phunware (PHUN) shares?

Goldenwise states it purchased the reported Phunware shares in open‑market transactions for approximately USD $2,690,523.00, including brokerage commissions, using the working capital of GoldenFuture Fund and certain separately managed accounts.

What governance changes is Goldenwise seeking at Phunware (PHUN)?

Goldenwise’s filing outlines goals for meaningful governance reform, including improved board accountability, changes to director compensation, enhanced shareholder representation, and a more balanced board structure, which it believes could help restore shareholder confidence and better align the company with investors’ interests.

What board and director proposals has Goldenwise made to Phunware (PHUN)?

Goldenwise has proposed four potential director candidates—Shawn Kravetz, Richard Ding, Mona Zhang, and Steve Han—and suggests expanding the board by at least three seats to increase shareholder representation and board independence, subject to further discussion if the current chair is no longer on the board.

Could Goldenwise’s actions at Phunware (PHUN) lead to a proxy contest?

The filing states Goldenwise may nominate director candidates and conduct a proxy solicitation in connection with Phunware’s 2026 annual meeting if no mutually acceptable resolution is reached, while also considering other shareholder rights such as inspecting books and records under Section 220.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Phunware, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

71948P209

(CUSIP Number)

Huakun Ding
8 The Green, Ste R,
Dover, DE, 19901
(1) 416-558-0050

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 71948P209

1

Name of reporting person

Goldenwise Capital Group Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,404,176.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,404,176.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,404,176.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

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, TEXAS , 78701.
Item 2.	Identity and Background
(a)	GoldenFuture Capital Investment Ltd, a Cayman Islands limited liability company ("GoldenFuture Fund"); Goldenwise Capital Group Ltd, a Hong Kong limited liability company ("Goldenwise"), which serves as the investment manager of GoldenFuture Fund and certain separately managed accounts (the "SMAs"); Huakun Ding (Richard Ding), who serves as the founder and director of Goldenwise and GoldenFture Fund. This Statement is being filed by Huakun 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 Ltd 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 $2,690,523.00, including brokerage commissions.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the shares of Common Stock reported herein for investment purposes. The Reporting Person intends to engage in discussions with the Company's board of directors and management regarding a range of matters, including, but not limited to, the Company's governance, capital allocation, strategic direction, and overall performance. In furtherance of the foregoing, the Reporting Person has recently initiated contact with members of the Company's board of directors to seek constructive dialogue and to improve the Company's governance, including through potential board representation. On July 9, 2026, the Reporting Person sent an Open Letter to the Board of Phunware setting forth the Reporting Person's views regarding corporate governance, shareholder representation, capital allocation and Board accountability. The Reporting Person believes that the Company's governance practices have materially contributed to prolonged operating losses, shareholder dilution, leadership instability and declining shareholder confidence. Based on the Company's operating and governance record during Mr Elliot Han's tenure as Chair, the Reporting Person has significant concerns regarding the Board's oversight, governance practices and capital allocation discipline. The Reporting Person also has concerns regarding the high compensation levels paid to each member of the Board. Based on the Company's public filings, Mr Han's cumulative compensation from Phunware is estimated to exceed USD 630,000 from January 2024 to now, more than USD 250,000 per year, during a period in which shareholder value has declined substantially. The Reporting Person believes that the Board's compensation levels are significantly higher than those of comparable micro cap public companies, and these compensation decisions are inconsistent with the Company's operating performance. The Reporting Person views this stark contrast as raising serious governance concerns. The Reporting Person believes that good governance requires accountability, and accountability requires shareholder representation. The Reporting Person believes meaningful governance reform is necessary. The Reporting Person also believes that the Company's current governance structure has failed to restore shareholder confidence despite repeated capital raises, prolonged operating losses, leadership turnover and significant destruction of shareholder value. Accordingly, meaningful Board refreshment is necessary to protect the interests of all shareholders. To strengthen the Board, the Reporting Person has proposed four potential director candidates: Shawn Kravetz, Richard Ding, Mona Zhang, and Steve Han. These individuals collectively bring extensive experience in corporate governance, capital allocation, business strategy, AI platform development, and business development. The Reporting Person proposed establishing a more balanced Board for Phunware. Specifically, it recommended expanding the Board and adding at least three new directors. The Reporting Person believes such expansion would improve shareholder representation and Board independence. If Mr. Elliot Han is no longer a member of the Board, the Reporting Person would be prepared to discuss alternative governance structures that may require fewer additional directors. Based on the parties' communications to date, the Reporting Person believes that the Board has not demonstrated a genuine willingness to consider meaningful governance improvements or changes to Board composition. Instead, the Board has declined to commit to any timetable for considering governance reforms or Board composition changes. In addition, rather than responding to the substantive governance issues raised by the Reporting Person, the Company's counsel has indicated that the Company may consider legal remedies if this Open Letter is published. The Reporting Person believes this response speaks for itself. The Reporting Person has repeatedly attempted to resolve these matters privately through discussions with the Board before considering public action. The Reporting Person sent more than 10 emails to Chairman Elliot Han over three months to request communication; he did not reply once. Rather than engaging directly with shareholders, the Board has consistently relied on the two counsel -not just one - to manage all email communications. The Board has never responded directly to any of emails or phone messages of the Reporting Person. The Reporting Person thinks this approach has unnecessarily hindered meaningful shareholder engagement and appears to prioritize protecting the existing Board over constructive communication with significant shareholders. If the parties are unable to reach a mutually acceptable resolution, the Reporting Person may nominate director candidates and conduct a proxy solicitation in connection with the Company's 2026 Annual Meeting. The Reporting Person is also evaluating the exercise of other shareholder rights available under applicable law, including the inspection of books and records (Section 220). The Reporting Person remains willing to engage constructively with the Board if meaningful governance reforms are seriously considered. The Reporting Person believes that Phunware is undervalued and 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. A copy of the Open Letter (Series 1) is attached hereto as Exhibit 99 and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Goldenwise Capital Group Ltd beneficially owns 1,404,176 shares of Common Stock, representing 6.9% 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 1,404,176 shares of Common Stock. Mr. Ding, as the CEO of Goldenwise Capital Group may be deemed to beneficially own the 1,404,176 shares of Common Stock beneficially owned by Goldenwise Capital Group through the GoldenFuture Fund and certain SMAs, representing 6.9% of all the out standing shares of Common Stock.
(b)	Each of Goldenwise Capital Group and Mr. Ding may be deemed to have sole voting and dispositive power with respect to the 1,404,176.00 shares of Common Stock.
(c)	Except as set forth on Schedule 1 hereto, the Reporting Persons have not entered into any transactions in the Common Stock during the past sixty days.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends fr om, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The relationships between Huakun Ding, Goldenwise Capital Group and GoldenFuture Fund are described above under Item 2.
Item 7.	Material to be Filed as Exhibits.
	Schedule 1 - Transactions in the past sixty days. Exhibit 99 - Open Letter to the Board of Phunware

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Goldenwise Capital Group Ltd

Signature:	Huakun Ding
Name/Title:	CEO
Date:	07/14/2026