Phunware Inc (PHUN)

[Phunware]

Timing of S-1 & Float Expansion

The public float for PHUN was roughly 144,000 shares through Tuesday, April 2. Starting on Wednesday, April 3, the first shares specific to cashless exercises made the prior week on Wednesday, March 27, were provided to those PHUNW holders that completed valid cashless exercises through the transfer agent.

When PHUNW cashless exercises occurred on March 27, the prior Wednesday, more than 1.1M PHUN shares traded, even though the shares sold did not exist and the float remained around 144,000 shares until the following Wednesday, April 3, when nearly 3M PHUN shares traded hands.

This pattern continued throughout the period in which PHUNW cashless exercises could be executed and then stopped once they were gone or could no longer be processed by the transfer agent due to the math resulting in 0 shares of PHUN on any potential cashless conversion of PHUNW.

On Wednesday, March 27, PHUN and PHUNW both triggered on the Short Circuit-Breaker list, as funds sold shares that they didn't have via naked shorts. PHUN and PHUNW stayed on this list from March 27-29 that Wednesday through Friday, and again the following week April 1-4 that Monday through Thursday.

On Friday, April 5, exactly on schedule, PHUN and PHUNW transitioned to the Reg SHO Threshold Securities list, which was consistent with "fails to settle" for five consecutive trading days. T+2 settlement required share delivery on Friday, March 29, the prior week, but was impossible because the shares did not exist and were not able to be located until April 3 and thereafter on a rolling basis per day.

Friday, March 29, through Thursday, April 4, represented the five consecutive trading days with "fails to settle" and Reg SHO triggers immediately hit as a result on Friday, April 5 for both PHUN and PHUNW.

Separately, the company's "resale" S-1 has been pending for several months in parallel. The company was ready to go effective in early February, but was unable to complete work with the SEC because it was recently back from the 35 day government shutdown at the time and our financials went stale around Valentine's Day.

As a result, the company accelerated its 10-K for 2018 and delivered it multiple weeks early, to again attempt to be effective before March 27, before the 91st day post SPAC closing in December when the cashless exercise loophole would become available. Once again, the S-1 was still not deemed clear and currently remains pending through today.

The formerly STLRW warrants were inherited in the SPAC closing as PHUNW warrants and the provisions governing them were created during the original underwritten IPO of STLR several years ago pre-Phunware. It is correct in saying that the PHUNW security provided no value to either the company or its actual shareholders with a cost basis when being able to be cashless exercised. Rather, it only provided value to the funds that originally parked their funds in the SPAC trust, redeemed their funds before the SPAC closing and subsequently cashless exercised their PHUNW warrants after the 91st day post closing without the pending S-1 being effective. In several cases, these funds actually jumped the proverbial gun and sold shares that they didn't even have to settle at T+2 as required, which is why Reg SHO issues occurred.

This fact summary is what was shared with NASDAQ, which was then passed to FINRA and which then resulted in two outstanding cases that remain pending. The company is executing its business operationally and will allow the appropriate regulatory bodies to complete its work against these cases in parallel. Our pending S-1 has all of the updates specific to both PHUNW and PHUN and we will continue executing and sharing operational and financial news and highlights as we go.

Our vision, strategy and status is available for review via https://investors.phunware.com/presentations and it is this focus that will drive the company in the public markets. This is also consistent with what the company has been executing against previously in the private markets before commencing trading on NASDAQ.