UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~December 117, 2023

BSQUARE CORPORATION

BSQUARE CORP /WA

(Exact name of registrant as specified in its charter)

Washington	000-27687	91-1650880
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(~~I.R.S.~~IRS Employer Identification No.)
c/o Kontron America, Incorporated PO Box 59478 Renton, WA (Address of Principal Executive Offices)		98058 (Zip Code)

PO Box 59478

Renton WA 98058

425-519-5900

(~~Address and Telephone Number of~~ Registrant’s ~~Principal~~telephone ~~Executive~~number, ~~Offices~~including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered Common stock, no par value BSQR The ~~NASDAQ~~Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

As previously disclosed, on October 11, 2023, Bsquare Corporation, a Washington corporation (“Bsquare”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kontron America, Incorporated, a Delaware corporation (“Kontron”), and Kontron Merger Sub., Inc., a Delaware corporation and a wholly owned subsidiary of Kontron (“Purchaser”). In accordance with the terms of the Merger Agreement, Purchaser commenced a tender offer to purchase all outstanding shares of common stock, no par value (the “Shares”), of Bsquare, at a price of $1.90 per Share, net in cash, without interest (less any required withholding taxes) (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 24, 2023 (together with any amendments or supplements thereto, the “Offer to Purchase”) and the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).

On ~~October~~December 117, 2023, ~~Bsquare~~Kontron ~~Corporation,~~announced athe ~~Washington~~completion ~~corporation~~of (the ~~“Company”~~Offer. orThe ~~“BSQR”),~~Offer ~~entered~~expired ~~into~~one anminute ~~Agreement~~after ~~and~~11:59 ~~Plan~~p.m. ofEastern ~~Merger~~Time, on December 6, 2023 (the “~~Merger~~Expiration ~~Agreement~~Date”). ~~with~~According ~~Kontron~~to ~~America~~Broadridge Corporate Issuer Solutions, ~~Incorporated~~LLC, athe ~~Delaware~~depositary ~~corporation~~for ~~(“Parent”~~the orOffer (the “~~Kontron~~Depositary”), as of the Expiration Date, a total of 14,093,157 Shares had been validly tendered into and ~~Kontron~~not ~~Merger~~withdrawn ~~Sub.~~from the Offer, ~~Inc~~representing approximately 70.,9% aof ~~Delaware~~the ~~corporation~~outstanding Shares as of the Expiration Date and aan ~~wholly-owned~~additional ~~subsidiary~~386,424 Shares were tendered pursuant to guaranteed delivery procedures, representing an additional approximately 1.9% of ~~Kontron~~the outstanding Shares as of the Expiration Date. The aggregate number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfied the Minimum Condition (“as defined in the Merger ~~Sub”~~Agreement) under the Offer. All conditions to the Offer have been satisfied or waived, and Purchaser has accepted for payment all Shares validly tendered into the Offer and not properly withdrawn.

~~Pursuant~~On toDecember 7, 2023, as a result of its acceptance of, and payment for, the ~~Merger~~Shares ~~Agreement~~tendered in the Offer, Purchaser acquired a sufficient number of shares of Common Stock to consummate the merger of Merger Sub ~~will~~with ~~commence~~and ainto ~~tender~~Bsquare ~~offer~~ (the “~~Offer~~Merger”), towithout ~~acquire~~a ~~all~~vote of the ~~outstanding~~shareholders ~~shares~~of Bsquare pursuant to Section 23B.11.030(9)(f) of ~~common~~the ~~stock,~~Washington noBusiness ~~par~~Corporation ~~value~~Act ~~per~~(the ~~share,~~“WBCA”) and Section 252 of the ~~Company~~Delaware General Corporation Law (the “~~Shares~~DGCL”). Accordingly, ~~other~~following ~~than~~the ~~any~~completion ~~Shares~~of ~~held~~the ~~by Kontron~~Offer, ~~Merger~~Parent ~~Sub~~ and ~~any~~Merger ~~other~~Sub ~~wholly-owned~~effected ~~subsidiary~~the ofMerger ~~Kontron,~~pursuant ~~for~~to Section 23B.11.030(i9)(f) ~~$1.90~~of ~~per~~the ~~share,~~WBCA ~~net~~and toSection ~~the~~252 ~~seller~~of inthe ~~cash~~DGCL ~~(as~~on ~~may~~December be7, ~~adjusted~~2023. inAt the ~~accordance~~effective ~~with~~time of the Merger ~~Agreement,~~ (the “~~Offer~~Effective ~~Price~~Time”), ~~without~~each ~~interest~~Share issued and ~~subject~~outstanding immediately prior to the Effective Time (other than (i) Shares then held by Kontron, Purchaser or any ~~withholding~~other wholly owned subsidiary of ~~taxes~~Kontron, ~~subject~~all toof ~~the~~which were ~~conditions~~canceled ofand ~~the~~retired, ~~Merger~~and ~~Agreement.~~(ii) ~~Following~~Shares ~~the~~that ~~consummation~~were held by shareholders of ~~the~~Bsquare ~~Offer,~~who ~~Merger~~properly ~~Sub~~exercised ~~will~~their bedissenters’ ~~merged~~rights ~~with~~under ~~and~~Section ~~into~~23B.13 of the WBCA) ~~Company~~were ~~(the~~converted ~~“Merger”),~~automatically ~~with~~into the ~~Company~~right ~~continuing~~to asreceive ~~the~~an ~~surviving~~amount ~~corporation~~of incash equal to the ~~Merger~~Offer Price, without interest (~~the~~less ~~“Surviving~~any ~~Corporation”~~required withholding taxes) from Purchaser.

~~The~~In ~~Offer~~addition, ~~will~~pursuant ~~remain~~to ~~open~~the ~~for~~Merger 20Agreement, ~~business~~as ~~days~~of ~~from~~ the ~~commencement~~Effective Time, by virtue of the ~~Offer,~~Merger ~~subject~~and towithout ~~possible~~any ~~extensions~~action on the ~~terms~~part ~~set~~of ~~forth in~~ the ~~Merger Agreement.~~holders:

~~The~~• ~~obligation~~Any ofoutstanding ~~Merger~~and ~~Sub~~unexercised tocompensatory ~~purchase~~option ~~shares tendered in the Offer is subject~~ to ~~the~~purchase ~~satisfaction~~Shares, whether or ~~waiver~~not ofvested ~~the conditions set forth in Annex I to the Merger Agreement~~(collectively, ~~including~~“Company (iOptions”), ~~that~~which ~~there~~had ~~shall~~a ~~have~~per ~~been~~share ~~validly~~exercise ~~tendered~~price ~~and not validly withdrawn Shares~~ that, ~~considered~~was ~~together~~less ~~with~~than ~~any~~the ~~Shares~~Offer ~~beneficially~~Price ~~owned~~(each, byan ~~Kontron~~“In ~~and~~the ~~its~~Money ~~affiliates~~Option”), ~~represent~~was atcancelled ~~least~~and ~~one~~converted ~~more~~into ~~Share than 66 2/3% of~~ the ~~total~~right ~~number~~to ofreceive ~~Shares~~a ~~outstanding~~cash atpayment ~~the~~equal ~~time~~to of(i) the ~~expiration~~excess, ofif ~~the Offer~~any, ~~plus the total number~~ of ~~Shares~~(A) ~~that~~ the ~~Company~~Offer isPrice ~~required~~over to(B) ~~issue~~the ~~upon conversion, settlement, exchange or~~ exercise ofprice ~~its~~payable ~~convertible~~per ~~securities~~Share atunder ~~the~~such ~~time~~In ~~of expiration of~~ the ~~Offer~~Money ~~and~~Option, (ii) ~~the~~multiplied ~~receipt~~by ofthe ~~clearance,~~total ~~approval~~number orof ~~consent~~Shares ~~under~~subject ~~any~~to ~~applicable~~such ~~antitrust~~In orthe ~~merger~~Money ~~control~~Option ~~law,~~immediately ~~including~~prior ~~any~~to ~~applicable~~the ~~foreign~~Effective ~~merger~~Time ~~control~~(without orregard ~~foreign~~to ~~direct investment law~~vesting).

If• ~~Merger~~Each ~~Sub~~Company ~~achieves~~Option, another ~~ownership~~than ofan ~~90%~~In ~~or greater of~~ the ~~outstanding~~Money ~~Shares~~Option ~~through the Offer, Merger Sub has agreed~~ that itwas ~~will~~ then ~~effect~~outstanding ~~the~~and ~~Merger~~unexercised, inwhether ~~accordance~~or ~~with~~not ~~the~~vested ~~“short-form”~~(each, ~~merger~~an ~~procedures~~“Out ~~under the applicable provisions~~ of the ~~Business~~Money ~~Corporation Act of the State of Washington~~Option”), ~~and~~was ~~each~~cancelled ~~Share~~for ~~(other~~no ~~than Shares owned directly or indirectly by the Company~~consideration, ~~Parent or Merger Sub) will thereupon be cancelled~~ and ~~converted~~all ~~into~~rights ~~the~~with ~~right~~respect to ~~receive~~such ~~cash~~Out inof ~~an amount equal to~~ the ~~Offer~~Money ~~Price,~~Option onwere ~~the terms and subject to the conditions set forth in the Merger Agreement~~terminated.

At• ~~the~~Each ~~effective~~then ~~time~~outstanding of the Merger (the “Effective Time”), (i) any Shares held immediately prior to the Effective Time by Kontron, Merger Sub or any other direct or indirect wholly owned subsidiary of Kontron will be cancelled and ~~retired;~~vested ~~(ii)~~restricted ~~subject~~stock tounit ~~the~~with ~~Merger~~respect ~~Agreement, each other Share outstanding immediately prior~~ to ~~the Effective Time, other than~~ Shares ~~owned by~~ (“Company ~~shareholders~~RSU”), ~~who~~was ~~are~~canceled ~~entitled to demand~~ and ~~have properly and validly demanded their appraisal rights under the laws of the State of Washington, will be~~ converted into the right to receive ~~the~~a ~~Offer~~cash ~~Price~~payment ~~(the~~equal ~~“Merger Consideration”), in each case without any interest and subject~~ to ~~any~~the ~~withholding~~product of ~~taxes; and~~ (~~iii~~i) ~~each share of~~ the ~~common~~Offer ~~stock~~Price ofand ~~Merger~~(ii) ~~Sub~~the ~~then~~number ~~outstanding shall be converted into one share~~ of ~~common~~Shares ~~stock~~subject ofto ~~the~~such ~~Surviving~~vested ~~Corporation~~Company RSU.

At• ~~the~~Each ~~Effective~~then ~~Time,~~outstanding ~~the~~and unvested Company’s ~~equity-based~~RSU ~~awards~~was ~~generally~~cancelled ~~will~~for beno ~~treated~~consideration, inand all rights with respect to such unvested Company RSU were terminated as of the ~~following~~Effective ~~manner:~~Time.

●• ~~Any~~Each then outstanding and ~~unexercised~~vested ~~compensatory~~performance ~~option~~vesting torestricted ~~purchase~~stock ~~Shares,~~unit ~~whether~~with orrespect ~~not~~to ~~vested~~Shares (~~collectively,~~ “Company ~~Options~~PSU”), ~~which~~was ~~has~~canceled ~~a per share exercise price that is less than the Offer Price (each, an “In the Money Option”), will be cancelled~~ and converted into the right to receive a cash payment equal to ~~(i)~~ the ~~excess,~~product ~~if any,~~ of (Ai) the Offer Price ~~over~~and (Bii) the ~~exercise~~number ~~price~~of ~~payable~~Shares ~~per~~subject ~~Share~~to ~~under~~ such InCompany ~~the~~PSU ~~Money~~(which ~~Option~~for clarity vest only upon satisfaction of minimum price and service requirements therein), and (ii) ~~multiplied~~each bythen ~~the~~outstanding ~~total~~and ~~number~~unvested ofCompany ~~Shares~~PSU ~~subject~~was tocancelled ~~such~~for Inno ~~the~~consideration, ~~Money~~and ~~Option~~all ~~immediately~~rights ~~prior~~with respect to ~~the~~such ~~Effective~~unvested ~~Time~~company ~~(without~~PSU ~~regard~~was toterminated ~~vesting)~~as of the Effective Time.

●As ~~Each~~a ~~Company~~result ~~Option,~~of ~~other~~the ~~than~~consummation anof In the ~~Money Option that is then outstanding and unexercised~~Merger, ~~whether~~Kontron orindirectly ~~not~~acquired ~~vested~~all ~~(each, an “Out~~ of the ~~Money~~assets ~~Option”), will be cancelled without payment~~ of ~~consideration,~~Bsquare and ~~all~~its ~~rights with respect to such Out of the Money Option will terminate~~subsidiaries.

●The ~~Each~~foregoing ~~then~~description ~~outstanding~~of ~~and~~the ~~vested~~Merger ~~restricted~~Agreement ~~stock~~and ~~unit~~the ~~with~~transactions ~~respect~~contemplated tothereby ~~Shares~~does ~~(“Company~~not ~~RSU”),~~purport ~~will~~to be ~~canceled~~complete and ~~the~~is ~~holder~~qualified ~~shall~~in beits entirety ~~entitled~~by reference to ~~receive~~the aMerger ~~cash~~Agreement, ~~payment~~a ~~equal~~copy toof ~~the~~which ~~product~~is offiled ~~(i)~~as ~~the~~Exhibit ~~Offer~~2.1 ~~Price~~to ~~and~~this ~~(ii)~~Current ~~the~~Report ~~number~~on ofForm ~~Shares~~8-K ~~subject~~and tois ~~such~~incorporated ~~vested~~by ~~Company~~reference ~~RSU~~herein.

●Item ~~Each~~3.01. ~~then~~Notice ~~outstanding and unvested Company RSU will be cancelled without payment~~ of ~~consideration,~~Delisting ~~and~~or ~~all~~Failure ~~rights with respect~~ to ~~such~~Satisfy ~~unvested~~a ~~Company~~Continued ~~RSU~~Listing ~~shall~~Rule ~~terminate~~or asStandard; Transfer of ~~the Effective Time~~Listing.

●As ~~Each~~a ~~then~~result ~~outstanding~~of ~~and~~the ~~vested~~transactions ~~performance~~described ~~vesting~~in ~~restricted~~Item ~~stock~~2.01 ~~unit~~of ~~with~~this ~~respect~~Current toReport ~~Shares~~on Form 8-K, which are incorporated herein by reference, Bsquare notified The Nasdaq Stock Market, LLC (“~~Company PSU~~Nasdaq”), ~~will~~of bethe ~~canceled~~completion ~~and~~of the ~~holder~~Merger ~~will~~and berequested ~~entitled~~that tothe ~~receive~~Shares abe ~~cash~~withdrawn ~~payment~~from ~~equal~~listing toon Nasdaq as of the ~~product~~close of ~~(i)~~market ~~the~~on ~~Offer~~December ~~Price~~7, 2023. Accordingly, on December 7, 2023, Nasdaq filed with the Securities and Exchange Commission (iithe “SEC”) ~~the~~a ~~number~~Form 25, Notification of ~~Shares~~Removal ~~subject~~from toListing ~~such~~and/or ~~Company~~Registration, ~~PSU~~under Section 12(~~which~~b) ~~for~~of ~~clarity~~the ~~vest~~Securities ~~only~~Exchange ~~upon~~Act ~~satisfaction~~ of ~~minimum~~1934, ~~price~~as ~~and~~amended ~~service~~(the ~~requirements~~“Exchange ~~therein~~Act”), to delist and ~~(ii)~~deregister ~~each~~the ~~then~~Shares. ~~outstanding~~Upon ~~and~~the ~~unvested~~filing of ~~Company~~the ~~PSU~~Form ~~shall~~25, bethe ~~cancelled~~Shares ~~without~~were ~~payment~~delisted offrom ~~consideration~~Nasdaq. In addition, ~~and~~Bsquare ~~all~~intends ~~rights~~to file with ~~respect~~the toSEC ~~such~~a ~~unvested~~Certification ~~company~~and ~~PSU~~Notice ~~shall~~of Termination of Registration on Form 15 under the Exchange Act relating to the Shares, which will terminate asand suspend Bsquare’s reporting obligations under Sections 13 and 15(d) of the ~~Effective~~Exchange ~~Time~~Act, respectively.

~~The~~Item ~~Merger Agreement includes customary representations, warranties and covenants of the Company, Parent and Merger Sub~~3.03. ~~These~~Material ~~covenants~~Modification ~~include an obligation of the Company, subject~~ to ~~certain~~Rights ~~exceptions, to, and to cause its subsidiaries to, conduct its operations in all material respects in the ordinary course~~ of ~~business~~Security for the period between the execution of the Merger Agreement and the earlier of (i) the closing of the Offer and (ii) the date of the valid termination of the Merger Agreement in accordance with the terms of the Merger AgreementHolders.

~~The~~As a result of the Merger, ~~Agreement~~each ~~contains~~Share ~~customary~~issued ~~non-solicitation~~and ~~restrictions~~outstanding ~~prohibiting~~immediately prior to the ~~solicitation~~Effective byTime ~~the~~(other ~~Company~~than or(i) ~~its~~Shares ~~representatives~~then ofheld ~~proposals~~by ~~relating~~Kontron, toPurchaser or ~~alternative~~any ~~business~~other ~~combination~~wholly ~~transactions~~owned ~~and~~subsidiary ~~restricts~~of ~~the~~Kontron, ~~Company’s~~all ~~ability~~of towhich ~~furnish~~were ~~non-public~~canceled ~~information~~and toretired, orand ~~participate~~(ii) inShares ~~any~~that ~~discussions~~were orheld ~~negotiations~~by ~~with,~~shareholders ~~any~~of ~~third~~Bsquare ~~party~~who ~~with~~properly ~~respect~~exercised totheir ~~any~~dissenters’ ~~such~~rights ~~transaction,~~under ~~subject~~Section to23B.13 ~~customary~~of ~~exceptions~~the inWBCA) was converted automatically into the ~~event~~right ofto receive an ~~acquisition~~amount ~~proposal~~of ~~that~~cash ~~was~~equal ~~not~~to ~~solicited~~the inOffer ~~violation~~Price, ofwithout ~~these~~interest ~~restrictions~~(less ~~and~~any ~~that~~required withholding taxes). At the ~~board~~Effective ofTime, ~~directors~~the holders of ~~the~~such ~~Company~~Shares ~~(the~~ceased ~~“Board”)~~to ~~determines~~have ~~constitutes~~any orrights ~~could~~as ~~reasonably~~shareholders beof ~~expected~~Bsquare to(other than ~~lead~~their right to areceive ~~Superior~~$1.90 ~~Offer~~per ~~(as~~Share, ~~defined~~net in ~~the~~cash, ~~Merger~~without ~~Agreement~~interest (less any required withholding taxes)).

The ~~Merger~~information ~~Agreement~~set ~~also~~forth ~~provides~~in ~~for~~Items ~~certain~~2.01, 3.01, ~~termination~~5.01, ~~rights for both the Company~~ and ~~Kontron~~5.03 ~~Upon the termination~~ of ~~the~~this ~~Merger~~Current ~~Agreement~~Report ~~under~~on ~~certain~~Form ~~circumstances,~~8-K ais ~~termination~~incorporated ~~fee~~herein ~~of $1,250,000 may be required to be paid~~ by ~~either the Company or Kontron~~reference.

~~The~~Item foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 25.~~1 hereto and incorporated herein by reference~~01. ~~The~~Change Merger Agreement has been filed to provide information to investors regarding its terms. It is not intended to provide any other factual information about the Company, Kontron or Merger Sub, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement. The Merger Agreement and this summary should not be relied upon as disclosure about the Company or Kontron. None of the Company’s shareholders or any other third parties should rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Kontron, Merger Sub or any of their respective subsidiaries or affiliates. The Merger Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in ~~those~~Control representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by confidential disclosure schedules delivered in connection with the signing of ~~the Merger Agreement~~Registrant. The representations and warranties (i) may have been made for the purpose of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, (ii) may be subject to standards of materiality applicable to the contracting parties that differ from what an investor may view as material and (iii) may have been made only as of the date of the Merger Agreement or as of another date or dates as may be specified in the Merger Agreement, and information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the public disclosures of the Company or Kontron, if at all.

~~Tender~~As a result of the completion of the Offer, a change of control of Bsquare occurred. Upon the consummation of the Merger, Bsquare became a wholly owned subsidiary of Kontron. Approximately $38 million was required to purchase all of the issued and outstanding ~~Support~~Shares ~~Agreement~~validly tendered and not withdrawn pursuant to the Offer (including those Shares still outstanding which have been validly tendered by Notices of Guaranteed Delivery) and to acquire all of the remaining issued and outstanding Shares pursuant to the Merger. Such payments were funded by Kontron using cash on hand.

OnThe ~~October~~information ~~11,~~set ~~2023,~~forth asin aItems ~~condition and inducement to Kontron’s and Merger Sub’s willingness to enter into the Merger Agreement and to consummate the Offer and the Merger~~2.01, ~~Kontron~~5.02 ~~entered into separate tender~~ and ~~support~~5.03 ~~agreements with certain shareholders~~ of ~~the~~this ~~Company,~~Current asReport ~~well as each director and executive officer of the Company,~~ on ~~substantially~~Form ~~the~~8-K ~~same~~is ~~terms~~incorporated ~~(the~~herein ~~“Support~~by ~~Agreements”) pursuant to which each such shareholder agreed to, among other things, tender his, her or its Shares pursuant to the Offer~~reference. ~~As of October 11, 2023, approximately 17% of the outstanding Shares are subject to the Support Agreements. The Support Agreements terminate in the event that the Merger Agreement is terminated.~~

~~The~~Item ~~foregoing~~5.02. ~~description~~Departure of ~~the~~Directors ~~Support~~or ~~Agreements~~Certain ~~does~~Officers; ~~not~~Election ~~purport~~of toDirectors; beAppointment ~~complete~~of ~~and~~Certain isOfficers; ~~qualified~~Compensatory inArrangements ~~its entirety by reference to the form~~ of ~~Support~~Certain ~~Agreement, which is filed as Exhibit 99~~Officers.~~2 hereto and incorporated herein by reference.~~

~~Item~~Pursuant 8to the terms of the Merger Agreement, immediately following the Effective Time, each of Robert J.01 Chamberlain, Richard A. ~~Other~~Karp, ~~Events~~Ralph C. Derrickson, Ryan Vardeman, Mary Jesse and Bernee D.L. Strom resigned from the Bsquare Board of Directors, and any committee thereof, and Phillip Schulz, Helmut Fischer and Ted Christiansen became directors of Bsquare. Information about Messrs. Schulz, Fischer and Christiansen is contained in the Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule TO, originally filed with the SEC on October 24, 2023, which information is incorporated herein by reference.

OnImmediately ~~October~~following ~~11,~~the ~~2023~~Effective Time, ~~the~~Mr. ~~Company~~Derrickson and ~~Kontron~~Bsquare ~~issued~~entered into a ~~joint~~Separation ~~press~~and ~~release~~Release ~~announcing~~Agreement ~~their entry into~~ (the ~~Merger~~“Separation Agreement”), apursuant to ~~copy of~~ which isMr. ~~attached~~Derrickson ~~as Exhibit~~agreed ~~99.1~~ to ~~this~~cease ~~Current~~serving ~~Report~~as onthe ~~Form 8-K~~ President and ~~incorporated~~Chief byExecutive ~~reference~~Officer ~~herein~~of Bsquare, effective December 31, 2023.

~~Important~~Under ~~Information~~the terms of the Separation Agreement, Bsquare will pay to Mr. Derrickson (i) a severance payment of 12 months of his then-effective annual base salary (currently $345,000); (ii) a severance payment of 100% of his target bonus (currently $172,500); and (iii) $166,543.99 (which constitutes Mr. Derrickson’s 2023 annual performance bonus) tied to the successful consummation of the transactions contemplated by the Merger Agreement (to the extent not already paid to Mr. Derrickson at the closing of the Merger). Mr. Derrickson will also receive fully subsidized COBRA insurance premiums (such that the Company pays the full cost of the applicable premiums for such coverage) for 12 months. The Separation Agreement also provides for customary confidentiality and mutual non-disparagement obligations, as well as a release of claims, subject to certain exclusions, and other customary provisions.

~~The~~In ~~tender~~addition, ~~offer~~following ~~for all of~~ the ~~outstanding~~Effective ~~common~~Time, ~~stock of BSQR referred to in this filing has not yet commenced~~Mr. ~~The~~Derrickson ~~description~~and ~~contained~~Kontron inentered ~~this~~into ~~filing is neither an offer to purchase nor~~ a ~~solicitation~~Transition ofServices anAgreement ~~offer to sell any securities, nor is it a substitute for the tender offer materials that BSQR or Kontron will file with the U.S. Securities and Exchange Commission~~ (the “~~SEC”).~~Transition ~~The~~Services ~~solicitation and offer to buy the common stock of BSQR will only be made~~ Agreement”), pursuant to anwhich ~~offer to purchase and related tender offer materials~~Mr. AtDerrickson ~~the~~agreed ~~time~~to ~~the tender offer is commenced~~provide, ~~Kontron will file a tender offer statement~~ on ~~Schedule~~an TOinterim ~~and~~basis ~~thereafter~~following ~~BSQR~~his ~~will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE~~separation, Ageneral ~~RELATED~~consulting ~~LETTER~~services OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to ~~purchase~~Kontron, ~~the~~including related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SEC’s website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain ~~other~~support ~~offering~~services ~~documents~~in ~~will~~order ~~be made available by Kontron and when available may be obtained by directing a request~~ to ~~the~~facilitate ~~information agent for~~ the ~~tender~~transition ~~offer that will be named in the Schedule TO and related offer documents. Copies~~ of ~~the~~operation ~~documents filed with the SEC by BSQR will be available free~~ of ~~charge on BSQR~~Bsquare’s ~~internet~~business ~~website~~to Kontron atand ~~www.bsquare.com~~its ~~or by contacting BSQR’s Investor Relations Department at 425-519-5900~~affiliates.

InThe ~~addition~~descriptions toof the ~~offer~~Separation toAgreement ~~purchase,~~and the ~~related~~Transition ~~letter~~Services ofAgreement ~~transmittal~~contained ~~and~~herein ~~certain~~are ~~other~~qualified ~~tender~~in ~~offer~~their ~~documents~~entirety ~~filed~~ by ~~Kontron,~~reference asto ~~well as~~ the full ~~solicitation/recommendation~~text ~~statement~~of ~~filed by BSQR, BSQR will also file periodic and current reports with~~ the ~~SEC.~~Separation ~~You~~Agreement ~~may read~~ and ~~copy any reports or other information filed by Kontron or BSQR at~~ the ~~SEC~~Transition ~~public~~Services ~~reference room at 100 F Street~~Agreement, ~~N.E.,~~which ~~Washington,~~are ~~D.C.~~attached ~~20549.~~hereto ~~Please~~as ~~call the SEC at~~ Exhibit 10.1~~-800-SEC-0330~~ ~~for~~and ~~further~~Exhibit ~~information on the public reference room~~10.2, ~~BSQR’s~~respectively, ~~filings with the SEC are also available to the public from commercial document-retrieval services~~ and atincorporated ~~the~~herein ~~website maintained~~ by ~~the SEC at http://www~~reference.~~sec.gov.~~

~~Forward-Looking~~Cheryl ~~Statements~~Wynne, Bsquare’s Chief Financial Officer, Secretary and Treasurer, will remain as an executive officer of Bsquare following the Merger.

~~This~~Item filing contains statements that constitute “forward looking statements,” including statements that express the opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results, including statements regarding the proposed acquisition of BSQR by Kontron (the “Proposed Acquisition”), in contrast with statements that reflect historical facts5. In some cases, you can identify such forward-looking statements by terminology such as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project,” or “expect,” “may,” “will,” “would,” “could,” “potential,” “intend,” or “should,” the negative of these terms or similar expressions03. ~~Forward-looking~~Amendments ~~statements are based on management’s current beliefs and assumptions and on information currently available~~ to ~~Kontron~~Articles ~~and BSQR. However, these forward-looking statements are not a guarantee~~ of ~~performance,~~Incorporation ~~and~~or ~~you~~Bylaws; ~~should~~Change ~~not~~in ~~place~~Fiscal ~~undue reliance on such statements~~Year.

~~Forward-looking~~Pursuant ~~statements are subject~~ to ~~many~~the ~~risks,~~Merger ~~uncertainties and other variable circumstances~~Agreement, ~~including,~~at ~~but not limited to,~~ the ~~ability~~Effective Time of the ~~parties to satisfy the closing conditions for the Proposed Acquisition on a timely basis or at all~~Merger, ~~including~~(i) ~~statements about the expected timetable for completing the Proposed Acquisition; uncertainties as to how many of BSQR~~Bsquare’s ~~shareholders~~articles ~~will tender their shares in the offer; the possibility that competing offers will be made; the occurrence~~ of ~~events~~incorporation ~~that~~were ~~may~~amended ~~give rise to a right of one or both of Kontron~~ and ~~BSQR~~restated toin ~~terminate~~their entirety (the ~~merger~~“Amended ~~agreement;~~Charter”) ~~negative effects of the announcement of the Proposed Acquisition on the market price of BSQR’s common stock~~ and~~/or~~ ~~on its business, financial condition, results of operations and financial performance; the effects of the Proposed Acquisition~~ (~~or the announcement thereof~~ii) ~~on BSQR~~Bsquare’s ~~ability~~bylaws towere ~~retain~~amended and ~~hire~~restated ~~qualified~~in ~~professional~~their ~~staff~~entirety ~~and~~to ~~talent,~~conform ~~including technical, sales and management personnel; BSQR’s ability~~ to ~~execute its development initiatives and sales and marketing strategies;~~ the ~~extent~~bylaws toof ~~which~~Purchaser ~~BSQR is successful in gaining new long-term customers and retaining existing ones; whether BSQR is able to maintain its favorable relationship with Microsoft~~ as ~~a systems integrator and distributor; BSQR’s success~~ in ~~leveraging~~effect ~~strategic~~immediately ~~partnering~~prior initiatives with companies such as Microsoft, AWS and Intel; the ongoing impact of COVID-19 and recovery related challenges on its business and on its customers and vendors; the possibility that a governmental entity may prohibit, delay or refuse to ~~grant approval for~~ the consummation of the ~~Proposed~~Merger ~~Acquisition; and competition for clients and~~ (the ~~increased~~“Amended ~~bargaining~~Bylaws”), ~~power~~except ofthat ~~BSQR’s clients. Such risks and uncertainties may cause~~ the ~~statements~~name ~~to be inaccurate and readers are cautioned not to place undue reliance on such statements. Many~~ of ~~these risks are outside of~~ the surviving ~~control~~corporation ofset ~~Kontron~~forth ~~and~~therein ~~BSQR~~is ~~and~~“Bsquare ~~could cause actual results to differ materially~~Corporation. The forward-looking statements included in this filing are made only as of the date hereof. Kontron and BSQR do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by law.”

AThe ~~further~~Amended ~~description~~Charter ~~of risks~~ and ~~uncertainties relating to BSQR can be found in BSQR’s Annual Report on Form 10-K for~~ the ~~fiscal~~Amended ~~year~~Bylaws ~~ended~~are ~~December~~attached ~~31,~~hereto ~~2022,~~ as ~~filed~~Exhibits ~~with~~3.1 ~~the~~and ~~SEC~~3.2, respectively, and inare ~~other~~incorporated ~~documents~~herein ~~filed from time to time with the SEC~~ by ~~BSQR and available at www~~reference.~~sec.gov and www.bsquare.com.~~

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Exhibit
2.1*	Agreement and Plan of Merger, dated as of October 11, 2023, by and among Bsquare Corporation, Kontron America, Incorporated and Kontron Merger Sub., Inc.
99.1	Joint Press Release, dated as of October 11, 2023.
99.2	Tender and Support Agreement, dated October 11, 2023
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

(d) Exhibits

*Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.

Exhibit No.		Description

2.1*		Agreement and Plan of Merger, dated as of October 11, 2023, by and among Kontron America, Incorporated, Kontron Merger Sub, Inc. and Bsquare Corporation (incorporated by reference to Exhibit 2.1 of Bsquare’s Current Report on Form 8-K, filed with the SEC on October 11, 2023).
3.1		Amended and Restated Certificate of Incorporation of Bsquare Corporation.
3.2		Amended and Restated Bylaws of Bsquare Corporation.
10.1		Separation and Release Agreement, dated as of December 7, 2023, by and between Ralph C. Derrickson and Bsquare Corporation.
10.2		Transition Services Agreement, dated as of December 7, 2023, by and between Ralph C. Derrickson and Kontron America, Incorporated.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

~~SIGNATURE~~* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Bsquare agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BSQUARE CORPORATION
Dated: December 8, 2023	Bsquare Corporation
Date: October 11, 2023	By:	/s/ Cheryl A. Wynne
	By:	/s/ Ted Christiansen
	Name:	~~Cheryl~~Ted ~~A. Wynne~~Christiansen
	Title:	~~Chief Financial Officer,~~ Secretary ~~and Treasurer~~

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