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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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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
416-558-0050
8 The Green, Ste R,,
Dover, DE, 19901
416-558-0050
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/30/2026
(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).
SCHEDULE 13D
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| 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)
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| 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)
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| 6 | Citizenship or place of organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,233,811.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| 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, 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, 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 cert ain 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 $2,350,160, 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 explore the possibility of contributing more directly to the Company's future, including through potential board representation.
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. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Goldenwise Capital Group Ltd beneficially owns 1,233,811 shares of Common Stock, representing 6.1% of all the outstanding sha res of Common Stock. The GoldenFuture Fund and certain SMAs are controlled by Goldenwise Capital Group. Therefore, Golden wise Capital Group may be deemed to beneficially own the 1,233,811 shares of Common Stock.
Mr. Ding, as the CEO of Goldenwise Capital Group may be deemed to beneficially own the 1,233,811 shares of Common Stock b eneficially owned by Goldenwise Capital Group through the GoldenFuture Fund and certain SMAs, representing 6.1% 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 1,233,811.00 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. |
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.
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