Goldenwise builds 5.5% Phunware (PHUN) stake, eyes board representation

Rhea-AI Filing Summary

Goldenwise Capital Group Ltd has filed a Schedule 13D disclosing a new activist-style position in Phunware, Inc. It reports beneficial ownership of 1,100,905 shares of common stock, representing 5.5% of the company, acquired in open-market purchases totaling about USD $2,113,738.

Goldenwise, along with GoldenFuture Capital Investment Ltd and founder Huakun Ding, says Phunware’s market value does not fully reflect its intrinsic value, balance sheet strength and strategic opportunities. They intend to engage in constructive discussions with the board and management on capital allocation, strategy, corporate governance and operations, and may seek board representation to support these efforts.

Positive

• New engaged shareholder with 5.5% stake: Goldenwise Capital Group and affiliates now beneficially own 1,100,905 Phunware shares (5.5% of the common stock) and state an intention to engage constructively with the board on strategy, capital allocation and governance, potentially adding pressure for changes aimed at long-term shareholder value.

Negative

• None.

Insights

Activist & governance analyst

New 5.5% holder signals constructive activism and potential board push.

Goldenwise Capital Group has accumulated 1,100,905 Phunware shares, or 5.5% of the common stock, with about USD $2,113,738 invested. This crosses the threshold requiring a Schedule 13D, which is typically used when investors may influence corporate direction.

The group, led by Huakun Ding, explicitly plans discussions on capital allocation, strategy, governance and operational efficiency, and indicates that board-level representation may be pursued. That language suggests organized, but initially cooperative, shareholder engagement rather than a hostile approach.

Any concrete outcomes—such as governance changes or new strategic moves—would depend on future interactions with Phunware’s board and management. For now, the filing mainly reveals a sizable, value-focused shareholder positioning itself to participate more actively in decision-making.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Phunware, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

(CUSIP Number)

Huakun Ding
8 The Green, Ste R,,
Dover, DE, 19901
4165580050

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

03/19/2026

(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 No.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,100,905.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,100,905.00

11

Aggregate amount beneficially owned by each reporting person

1,100,905.00

12

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

13

Percent of class represented by amount in Row (11)

5.5 %

14

Type of Reporting Person (See Instructions)

IV

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, DELAWARE , 19901.
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, 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, Causeway Bay, Hong Kong
(c)	The principal business of GoldenFuture Fund is investing in securities and engaging in all related activities and transactions. The principal business of Goldenwise, is serving as the investment manager of GoldenFuture Fund and certain SMAs. The principal occupation 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 competent 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. Huakun Ding is a citizen of Canada. 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) of the respective Reporting Person. The aggregate amount of funds used for the purchase of the securities reported herein was approximately USD $2,113,738, including brokerage commissions.
Item 4.	Purpose of Transaction
	The Reporting Persons purchased the Shares based on their belief that the Company's current market valuation does not fully reflect its intrinsic value, including its balance sheet strength and strategic opportunities. The Reporting Person intends to engage in constructive discussions with the Company's Board of Directors and management regarding strategies to enhance long-term shareholder value. Such discussions may include matters relating to capital allocation, strategic direction, corporate governance, and operational efficiency. The Reporting Person believes that board-level representation may facilitate more effective dialogue and alignment with shareholders and therefore may seek to discuss the possibility of board representation with the Company. Except as set forth herein, the Reporting Person does not currently have any specific plans or proposals that would result in any of the actions described in Item 4 of Schedule 13D. The Reporting Person reserves the right to change its intentions and to pursue alternative courses of action in the future depending on market conditions and discussions with the Company.
Item 5.	Interest in Securities of the Issuer
(a)	Goldenwise Capital Group Ltd beneficially owns 1,100,905 shares of Common Stock, representing 5.5% 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 1,100,905 shares of Common Stock. Mr. Ding, as the CEO of Goldenwise Capital Group may be deemed to beneficially own the 1,100,905 shares of Common Stock beneficially owned by Goldenwise Capital Group through the GoldenFuture Fund and certain SMAs, representing 5.5% of all the outstanding shares of Common Stock.
(b)	Each of Goldenwise Capital Group and Mr. Ding may be deemed to have shared voting and dispositive power with respect to the 1,100,905.00 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 from, 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.
	Not applicable.

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, Goldenwise Capital Group Ltd.
Name/Title:	CEO
Date:	03/20/2026

FAQ

Who is the new significant shareholder in Phunware (PHUN) disclosed in this Schedule 13D?

The new significant shareholder is Goldenwise Capital Group Ltd, an investment manager linked to GoldenFuture Capital Investment Ltd and founder Huakun Ding. Together, they report beneficial ownership of 1,100,905 Phunware common shares, positioning themselves as an engaged institutional investor.

How large is Goldenwise Capital Group’s stake in Phunware (PHUN)?

Goldenwise Capital Group reports beneficial ownership of 1,100,905 Phunware common shares, representing 5.5% of the outstanding common stock. This level of ownership triggers a Schedule 13D filing and indicates a sizable, potentially influential minority shareholder position in the company.

How much capital has Goldenwise invested in its Phunware (PHUN) position?

The filing states that Goldenwise and related accounts purchased their Phunware shares in the open market for approximately USD $2,113,738, including brokerage commissions. The capital came from working capital, which may include margin loans from brokerage firms used in the ordinary course of business.

What is Goldenwise Capital Group’s stated purpose for its Phunware (PHUN) investment?

Goldenwise believes Phunware’s market value does not fully reflect its intrinsic value, balance sheet strength and strategic opportunities. It intends to hold discussions with the board and management on long-term shareholder value, including capital allocation, strategic direction, corporate governance and operational efficiency.

Does Goldenwise plan to seek board representation at Phunware (PHUN)?

The filing says Goldenwise believes board-level representation may improve dialogue and alignment with shareholders. It notes that the investor may seek to discuss the possibility of board representation with the company, while reserving the right to change its intentions over time.

Who ultimately controls the Phunware (PHUN) shares reported in this Schedule 13D?

The 1,100,905 Phunware shares are held through GoldenFuture Capital Investment Ltd and certain separately managed accounts. Goldenwise Capital Group Ltd manages these vehicles, and its CEO Huakun Ding may be deemed to beneficially own the same shares through his control of Goldenwise.