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July 26, 2023
Cheryl A. Wynne
Chief Financial Officer
Bsquare Corporation
1415 Western Ave, Suite 700
Seattle, WA 98101
Re:Bsquare Corporation
Form 10-K for Fiscal Year Ended December 31, 2022
Filed March 7, 2023
File No. 000-27687
Dear Cheryl A. Wynne:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Critical Accounting Estimates
Revenue Recognition, page 15
1.You disclose you exercise judgment in certain transactions when determining whether you
should recognize revenue based on the gross amount billed to a customer (as a principal)
or the net amount retained (as an agent).  You disclose on page 16 that cost of revenue for
the Partner Solutions segment consists primarily of embedded operating system software
royalties payable to third-party vendors, net of rebate credits earned through Microsoft's
distributor incentive.  Please disclose here the factors you consider in exercising judgment
in determining whether you are the principal or agent.  Provide us your analysis of how
you conclude revenue should be recognized on a gross basis and how your analysis
complies with the guidance in FASB ASC 606-10-55-36 through 40.

 FirstName LastNameCheryl A. Wynne
 Comapany NameBsquare Corporation
 July 26, 2023 Page 2
 FirstName LastName
Cheryl A. Wynne
Bsquare Corporation
July 26, 2023
Page 2
Results of Operations, page 16
2.Please quantify each factor, circumstance, or event leading to each variance cited in your
annual and interim period analyses.  For example, in your discussion of Edge to Cloud
revenue, you state the year-over-year decrease is due to the fact that the first quarter of
2021 included a significant amount of one-time revenue recognition that did not recur in
2022, and that your relationships with some smaller customers concluded and you have
strategically shifted your focus to a small number of key customers and product
development opportunities.  However, you did not quantify the impact of any of these
factors.  Also consider this in regard to your SG&A and R&D expenses analysis.  Refer to
the guidance in the introductory paragraph of Item 303(b) of Regulation S-K and (b)(2)(i)
therein, and section 501.04 of our Codification of Financial Reporting Policies.
3.To the extent you include a comparative discussion of quarter-over-quarter results of
operations, please provide amounts for items discussed for each period.  Consider a
tabular presentation similar to that provided for your year-over-year discussion.   Also,
quantify each variance factor cited referencing the guidance noted in the comment above.
Liquidity and Capital Resources
Cash flows from operating activities, page 18
4.We note your recent history of negative cash flows from operations for annual and interim
periods, including through the interim period ended March 31, 2023.  Please identify
clearly this condition, discuss the operational reasons for the condition if material, and
explain how you intend to meet your cash requirements and maintain operations.
Also, discuss whether this is a known trend and provide related disclosures following the
guidance in Item 303 of Regulation S-K and Release Nos. 33-6835 and 33-8350.  Further,
note your disclosure should be a period to period comparative analysis, including between
interim periods as guided by the last sentence of the introductory sentence of Item 303(c)
of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services