Mail Room 4561
                                                           July 19, 2018

George Syllantavos
Co-Chief Executive Officer
Stellar Acquisition III Inc.
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105

       Re:    Stellar Acquisition III Inc.
              Amendment No. 1 to Registration Statement on Form S-4
              Filed June 11, 2018
              File No. 333-224227

Dear Mr. Syllantavos:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our May 14, 2018
letter.

General

1.     The current balance in your trust account does not meet the minimum cash
asset level
       condition set forth in the Merger Agreement. Please disclose the current
status of any
       additional financing or modifications to the Merger Agreement that will
allow the
       business combination to proceed.

Frequently Used Terms, page 1

2.     Please define Token Generation Event and PhunCoin.
 George Syllantavos
Stellar Acquisition III Inc.
July 19, 2018
Page 2


Questions and Answers for all Stellar Shareholders and Phunware Stockholders

Q: What will Phunware's stockholders receive in return for the acquisition of
Phunware by
Stellar?..., page 18

3.     We note your response to prior comment 7 and your revised disclosure
that the parties are
       reviewing whether any amendment or waiver is required under the Merger
Agreement to
       cure any ambiguity. To the extent the Merger Agreement is amended,
please revise your
       disclosure to also summarize the amendment. Additionally, please clarify
how you
       intend to determine that the token generation event or the launch of
PhunCoin will not
       affect the merger consideration. For instance, please clarify whether
you intend to
       segregate the funds received from the rights offering and token
generation event. If you
       or Phunware are accepting digital assets with or in lieu of fiat
currency, please tell us how
       you will assess your progress towards the $100 million requirement given
the ongoing
       fluctuation in the digital asset valuations.

Risk Factors, page 40

4.     You state on page 190 that PhunCoin will be a digital asset built and
transacted on top of
       an existing blockchain technology, which you do not intend to create.
Please provide a
       risk factor regarding your reliance on another blockchain network. For
example, disclose
       the risks and consequences to the company if such network ceases to
function, slows
       down in functionality, or the possible impact of any fork on PhunCoin.

5.     If Regulation A is available to you in connection with the distribution
of PhunCoin to
       consumers in exchange for their agreements to provide certain benefits
to the company,
       including, but not be limited to, enriching their personal data with
additional information
       and participating in marketing campaigns that will assist you to deliver
increased value to
       customers, please consider providing risk factors related to your
business model, such as
       risks of privacy data breach and cybersecurity attacks. Please advise
how you will value
       such data for purposes of calculating the ability to use Regulation A
for that distribution.
       Alternatively, consider revising your disclosure to make clear that you
intend to distribute
       PhunCoin pursuant to an offering either registered or eligible for an
exemption from
       registration under the Securities Act.

Stellar Proposal 1: The Redomestication Proposal

Comparison of Shareholder Rights Before and After the Redomestication, page 110

6.     We note your response to prior comment 13. Please clarify whether a
derivative lawsuit
       under the Delaware law, but alleging violations of the Securities
Exchange Act of 1934,
       would be restricted to Delaware Chancery Court, or whether such claims
may be heard in
       either Delaware Chancery Court or federal district courts.
 George Syllantavos
Stellar Acquisition III Inc.
July 19, 2018
Page 3


Stellar Proposal 2: The Stellar Business Combination Proposal

Background of the Business Combination, page 117

7.     We note your response to prior comment 15. Please expand your discussion
to provide
       substantive details of the negotiations between the management and
advisors of Stellar
       and Phunware, including whether either party initially offered a
differing amount of
       merger consideration as well as when material aspects of the merger
agreement, such as
       the proposed token-generating event and minimum $40 million cash and
cash equivalent
       balance for Stellar, were negotiated.

Projections, page 118

8.     We note your response to prior comment 15 regarding Phunware's non-GAAP
revenue
       projections through 2020. Please provide more detail with respect to how
these
       projections were determined, as they represent significant growth
factors of 126% in
       2018, 39% in 2019, and 38% in 2020. Additionally, please clarify the
assumptions,
       trends, business developments and actual experience that led Phunware's
management to
       support the projected growth factors disclosed. Further, please clarify
in your prospectus,
       as noted in your response letter, that the Phunware revenue projections
were presented on
       a consistent basis with Phunware's historical GAAP revenue or disclose
any material
       differences.

Satisfaction of 80% Test, page 120

9.     Your responses to prior comments 17 and 20 indicate that your board's
evaluation of the
       fairness of the $301 million merger consideration was based, in part, on
a 15-50%
       blockchain technology premium based on your "internal analysis." Please
describe this
       "internal analysis," including how you derived the 15-50% premium range
as well as the
       determination to apply the 15% value to Phunware.

Information About Phunware

PhunCoin, page 189

10.    On page 190, you state that you intend to distribute PhunCoin in an
offering qualified
       under Regulation A. It is not clear to us how you can rely on the
Regulation A
       exemption when you have already offered or sold the rights, warrants and
possibly the
       PhunCoin under another exemption from registration.

       In reviewing your disclosures, it appears to us that you or Phunware are
engaged in two
       or three offerings in addition to the merger that is the subject of this
registration
       statement. In this regard, it appears that Phunware has privately
offered warrants to
 George Syllantavos
Stellar Acquisition III Inc.
July 19, 2018
Page 4


       purchase Series F preferred stock and a future right to receive
PhunCoin. In addition, it
       appears that you, or Phunware, have issued in a 506(c) offering rights
to receive
       PhunCoin. In order for us to better understand your ongoing offerings,
please provide us
       with supplemental copies of your agreement(s) with the holders of the
warrants and
       rights, such as documents relating to the Series F preferred stock
financing (warrants and
       rights) and the 506(c) rights offering.

11.    Please describe for us the material terms of both the warrants and
rights issued as part of
       your Series F preferred stock financing and the 506(c) offering. With
regard to the
       warrants and the rights in each of your offerings, please tell us:

           the length of the exercise period of each security,
           the amount of PhunCoin that will be issued for each right and by
what entity (we note
           disclosure that a Phunware subsidiary will issue PhunCoin),
           the total amount of PhunCoin that will be issued pursuant to the
Series F rights,
           the transferability of the rights,
           the actions Series F preferred stockholders and other rights holders
need to take to
           exercise the rights to acquire the PhunCoin, including any exercise
price and payment
           of any exercise price,
           any other consideration the Series F holders or other right holders
may receive on
           account of the rights beyond the receipt of PhunCoin, and
           the exemption from registration, if any, that will be used to issue
the PhunCoin on the
           exercise of the rights.

12.    Please disclose whether the rights issued to Series F to acquire
PhunCoin have the same
       terms as the rights being issued pursuant to the proposed Rule 506(c)
rights offering for
       PhunCoin.

13.    Please clarify whether there are any registration rights agreements
related to the
       PhunCoin underlying the rights for PhunCoin for either your Series F
preferred stock
       financing or the rights to be sold in the proposed Rule 506(c) private
offering. Please tell
       us what exemption from registration the issuer of PhunCoin will be
eligible to rely upon
       for the issuance of the PhunCoin pursuant to the rights agreements and
the Series F
       Preferred Stock.

14.    Please expand your description of the Regulation A offering that you
plan to commence
       approximately one year after the Rule 506(c) private rights offering has
closed and
       explain what transactions are being registered. In this regard, please
clarify whether the
       Regulation A offering is solely for additional primary issuances
unrelated to the rights
       underlying the Series F preferred stock financing and the rights to be
sold in the proposed
       Rule 506(c) private offering. If you intend on registering the PhunCoin
underlying the
       rights being offered and sold in the private offering in reliance on
Rule 506(c), please
       explain, supplementally, your basis for qualifying securities that are
subject to an ongoing
 George Syllantavos
Stellar Acquisition III Inc.
July 19, 2018
Page 5


       offering pursuant to the rights or that, depending on the structure of
the rights, may
       already have been sold in such private offering. Please also explain why
you believe that
       a subsequent PhunCoin offering would be eligible under Regulation A
given that the
       exemption is not available to existing reporting companies.

15.    Please describe the terms of PhunCoin and explain how it could be and
will be used in
       Phunware's platform. Please explain whether you intend to list the
PhunCoin for trading
       on a national securities exchange or regulated alternative trading
system under the federal
       securities laws. If yes, please clearly disclose that no such exchanges
or alternative
       trading systems currently exist.

Our Offerings, page 191

16.    Revise to clearly state that the Cryptonetworking offering is not
currently available for
       customers and clarify what Phunware intends to do to make this available
as indicated in
       your response to prior comment 22.

Concentration of Major Customers, page 194

17.    We note your responses to prior comments 25 and 29 regarding your
agreements and
       relationship with Fetch Media. On pages 197-198 and 213-214, you
describe a dispute
       with Uber, a customer of Fetch Media, for which Uber refuses to pay its
invoices to Fetch
       Media and Fetch Media, in turn, has withheld payment to you. Please
clarify whether
       your agreements with Fetch Media permits Fetch Media to withhold such
payments if it
       in turn has disputes with their respective customers. Additionally, in
light of the
       significant amounts of revenue generated through your arrangements with
Fox Networks
       Group and Fetch Media, Ltd., please disclose the material terms and
related obligations
       of the master agreement and services legal agreements.

Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Phunware

Overview, page 205

18.    We note revised disclosures in response to prior comment 25. Please
further revise to
       provide clarity and context to the measures. Disclose as of what date,
or over which
       period, the two billion Phunware IDs, one billion MAUDs, and the two
trillion of
       database events were determined and provide comparable information for
each period in
       which financial statements are presented. Explain your reference to
"inventory" as it
       relates to the Phunware IDs and clarify how the MAUDs are calculated.
Also, explain to
       us how this information drives your data subscription services revenue
product line.
 George Syllantavos
Stellar Acquisition III Inc.
July 19, 2018
Page 6


Phunware, Inc. - Notes to Unaudited Condensed Financial Statements

Note 2 Summary of Significant Accounting Policies

Digital Currencies, page F-67

19.    You appear to be accounting for digital currencies under the inventory
accounting model.
       Please analyze for us whether your digital currencies meet the
definition of an intangible
       asset and the consideration you gave to the application of that
accounting to your digital
       assets. Also, tell us what you mean by time of transfer and what
alternatives you
       considered.

Note 6 Commitments and Contingencies

Litigation, page F-70

20.    With regards to the cross-complaint filed by Uber Technologies, Inc.,
you state that you
       make no predictions on the likelihood of defeating such claim. If there
is at least a
       reasonable possibility that a loss exceeding amounts already recognized
may have been
       incurred, please disclose the estimated loss or range of loss (or, if
true, state that the
       estimate is immaterial in lieu of providing quantified amounts), or
state that such an
       estimate cannot be made. We refer you to ASC 450-20-50.

Note 7. Preferred Stock, page F-71

21.    Tell us how you are accounting for the issuance of Series F convertible
preferred stock in
       which investors receive a warrant to purchase Series F convertible
preferred stock as well
       as a right to the future issuance of a certain amount of PhunCoin, and
provide the specific
       accounting guidance you relied upon. At a minimum, please address the
following in
       your response and revise your financial statement footnote disclosures,
as appropriate:

           Tell us how you allocate the consideration received among the
various instruments
           issued.

           Tell us how have accounted for the PhunCoin rights, citing the
relevant accounting
           guidance followed, and the specific terms that impacted your
accounting decision.

           Clarify whether you have accepted any payments in the form of
digital assets
           subsequent to March 31, 2018. If so, describe such transactions and
provide us with a
           breakdown of your current holdings.
 George Syllantavos
Stellar Acquisition III Inc.
July 19, 2018
Page 7


Note 11. Subsequent Events, page F-75

22.    To the extent you have had material sales pursuant to the Rule 506(c)
offering of
       PhunCoin Rights, please tell us how you are accounting for such Rights,
citing the
       relevant accounting guidance followed, and revise your financial
statement footnote
       disclosures, as appropriate. Also, tell us whether you accept payment in
the form of
       digital assets for the purchase of PhunCoin Rights.

Proxy Card, page G-1

23.    Please clarify whether the written request for redemption rights, as
noted on page 25, may
       be given through your proxy card, as the box that provided the
"Intention to Exercise
       Redemption Rights" has been removed. If not, please clarify, where
applicable, how
       public shareholders can provide the necessary written request to redeem
their public
       shares of Stellar.

        You may contact Melissa Kindelan, Staff Accountant, at (202) 551-3564
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Edwin Kim,
Staff Attorney, at
(202) 551-3297 or me at (202) 551-3673 with any other questions.

                                                           Sincerely,

                                                           /s/ Folake Ayoola

                                                           Folake Ayoola
                                                           Special Counsel
                                                           Office of
Information Technologies
                                                           and Services




cc:    Jeffrey W. Rubin
       Ellenoff Grossman & Schole LLP