6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

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Commission File Number: 001-41590

HERE GROUP LIMITED

(Exact name of registrant as specified in its charter)

2/F, Building D, Ronsin Technology Center

Chaoyang District, Beijing 100102

People’s Republic of China

+86-10 6493-7857

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

SIGNATURES

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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, thereunto duly authorized.

	HERE GROUP LIMITED
Date: December 2, 2025	By:	/s/ Peng Li
	Name:	Peng Li
	Title:	Chairman and Chief Executive Officer

1

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Here Announces Unaudited Financial Results for the First Quarter of Fiscal Year 2026

2

Exhibit 99.1

Here Announces Unaudited Financial Results forthe First Quarter of Fiscal Year 2026

Beijing, December 2, 2025 /GLOBE NEWSWIRE/ - Here Group Limited (NASDAQ: HERE) (“Here” or the “Company”), a pop toy company dedicated to creating beloved collectibles and trend-defining experiences, today announced its unaudited financial results for the first quarter of the fiscal year ending June 30, 2026 (the “first quarter of FY 2026”, which refers to the quarter from July 1, 2025 to September 30, 2025).

Financial and Operational Highlights for theFirst Quarter of FY 2026

The Company completed the disposal of its Established Business^1^ on September 30, 2025 (the “Disposal”). After the Disposal^2^, the Company is primarily engaged in the pop toy business.

The Company’s legal name was changed from QuantaSing Group Limited to Here Group Limited following shareholder approval at an extraordinary general meeting on November 6, 2025.

·	Revenues for the first quarter of FY 2026 were RMB127.1<br>million (US$17.9 million), representing an increase of 93.3% from the fourth quarter of the fiscal year ended June 30, 2025 (the “fourth<br>quarter of FY 2025”).
·	Net loss from continuing operations for the first<br>quarter of FY 2026 was RMB25.8 million (US$3.6 million), compared with RMB21.8 million in the fourth quarter of FY 2025.
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·	Adjusted net loss from continuing operations^3^<br>for the first quarter of FY 2026 was RMB17.1 million (US$2.4 million), compared with RMB19.3 million in the fourth quarter of FY 2025.
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·	The Company has a total of 17 IPs^4^<br>as of September 30, 2025, including 11 proprietary IPs, 4 exclusive licensed IPs, and 2 non-exclusive licensed IPs.
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Mr. Peng Li, Chairman and Chief Executive Officer of Here, commented, “This quarter marks a historic milestone as our first earnings call as HERE, and I’m proud to report inspiring results that validate our pure-play pop toy strategy. We delivered total revenue of RMB127.1 million, representing strong growth of 93.3% quarter-over-quarter. Our strategic transformation is driving momentum across all key metrics, demonstrating the power of our focused approach. With our two-pillar growth strategy gaining traction through IP development and omnichannel expansion, we’re building a sustainable competitive advantage in the global pop toy market. Our world-class operational capabilities, combined with our strong financial foundation, position us uniquely to capitalize on the massive growth opportunities ahead and deliver long-term value to our shareholders as we execute our vision of becoming a leading global pop toy company.”

Mr. Dong Xie, Chief Financial Officer of Here, added, “Our gross margin increased to 41.2% this quarter from 34.7% in the previous quarter, reflecting the strength of our pop toy business model. With our strategic focus on the high-growth pop toy segment, we expect full fiscal year 2026 revenues to be in the range of RMB750.0–800.0 million, demonstrating our confidence in scaling our operations and expanding internationally.”

^1^	Established Business refers to all the business operations<br>established prior to the acquisition of Shenzhen Yiqi Culture Co., Ltd., including the individual online learning services business,<br>consumer businesses and other businesses aside from the pop toy business.
^2^	The Disposal was accounted for as discontinued operations<br>in accordance with ASC 205-20 since it represents a strategic shift that has a major effect on the Company’s operations and financial<br>results. Accordingly, the historical financial results of the Established Business were reflected in the Company’s consolidated<br>financial statements as discontinued operations, and the related assets and liabilities associated with discontinued operations in the<br>prior year consolidated balance sheets were classified as assets/liabilities held for sale.
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^3^	Adjusted net loss from continuing operations is a non-GAAP<br>financial measure. For a reconciliation of net loss from continuing operations to adjusted net loss from continuing operations, see the<br>“Non-GAAP Financial Measures” section and the table captioned “Here Group Limited Unaudited Reconciliation of GAAP<br>and Non-GAAP Results” below.
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^4^	“IP” refers to the design of a single or a series<br>of characters and the underlying intellectual property rights.
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Financial Results from Continuing Operationsfor the First Quarter of FY 2026

Revenues

Revenues were RMB127.1 million (US$17.9 million) in the first quarter of FY 2026, derived solely from the sales of pop toys and related activities.

Cost of revenues

Cost of revenues was RMB74.7 million (US$10.5 million) in the first quarter of FY 2026, which primarily comprised of costs associated with pop toy goods sold.

Sales and marketing expenses

Sales and marketing expenses were RMB27.6 million (US$3.9 million) in the first quarter of FY 2026, primarily consisting of advertising and promotion expenses, which aimed at enhancing products and brand visibility to accelerate growth and expand market share.

Research and development expenses

Research and development expenses were RMB15.8 million (US$2.2 million) in the first quarter of FY 2026. These expenditures were directed toward advancing the Company’s pop toy portfolio through new product design innovation and establishing the Company’s integrated sales platform and data center infrastructure, creating a foundation for future business scaling.

General and administrative expenses

General and administrative expenses were RMB38.1 million (US$5.4 million) in the first quarter of FY 2026, primarily associated with the Company’s core operational functions including employee compensation, professional service fees, and other operational expenditures.

Net loss from continuing operations and adjustednet loss from continuing operations

Net loss from continuing operations was RMB25.8 million (US$3.6 million) in the first quarter of FY 2026. Adjusted net loss from continuing operations was RMB17.1 million (US$2.4 million) in the first quarter of FY 2026.

Net loss from continuing operations per shareand adjusted net loss from continuing operations per share^5^

Basic and diluted net loss from continuing operations per share were RMB0.16 (US$0.02) in the first quarter of FY 2026. Basic and diluted adjusted net loss from continuing operations per share were RMB0.11 (US$0.02) in the first quarter of FY 2026.

Balance Sheet

As of September 30, 2025, the Company had cash and cash equivalents, restricted cash and short-term investments of RMB789.4 million (US$110.9 million).

^5^

Basic and diluted adjusted net loss from continuing operations<br>per share are non-GAAP financial measures. For a reconciliation of basic and diluted net loss from continuing operations per share to<br>basic and diluted adjusted net loss from continuing operations per share, see the “Non-GAAP Financial Measures” section and<br>the table captioned “Here Group Limited Unaudited Reconciliation of GAAP and Non-GAAP Results” below.

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Financial Outlook

Based on currently available information, the Company expects its revenues from the pop toy business to be in the range of RMB150.0 million to RMB160.0 million for the second quarter of FY 2026 (which refers to the quarter from October 1, 2025 to December 31, 2025) and in the range of RMB750.0 million to RMB800.0 million for FY 2026 (which refers to the year from July 1, 2025 to June 30, 2026). The forecasts reflect the Company’s current and preliminary views on the pop toy market and its pop toy business operating conditions, which are subject to change.

Recent Developments

2025 Share RepurchaseProgram

On June 6, 2025, the Company announced that the Board had approved a new share repurchase program of up to US$20.0 million of the Company’s Class A ordinary shares in the form of ADSs for a purchase period beginning on June 11, 2025 and ending on June 30, 2026 (the “2025 Share Repurchase Program”). As of November 28, 2025, a total of 0.5 million ADSs had been repurchased for an aggregate consideration of US$5.0 million under the 2025 Share Repurchase Program.

Conference Call Information

The Company’s management will hold an earnings conference call at 07:00 A.M. Eastern Time on Tuesday, December 2, 2025 (08:00 P.M. Beijing Time on the same day) to discuss the financial results. Details for the conference call are as follows:

Event Title: Here Group Limited Q1 FY 2026 Earnings Call

Pre-register Link: https://dpregister.com/sreg/10204773/100713b8827

All participants may use the link provided above to complete the online registration process in advance of the conference call. Upon registration, each participant will receive an email with a set of participant dial-in numbers, a passcode, and a unique PIN to join the conference call.

The replay will be accessible through December 09, 2025 by dialing the following numbers:

International:<br><br>United States Toll Free:<br><br>Replay Access Code:	1-412-317-0088<br><br>1-855-669-9658<br><br>4613091

A live and archived webcast of the conference call will also be available at the Company’s investor relations website at https://ir.heregroup.com.

Non-GAAP Financial Measures

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To supplement the Company’s consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, the Company uses adjusted net loss from continuing operations and basic and diluted adjusted net loss from continuing operations per ordinary share as its non-GAAP financial measures. Adjusted net loss from continuing operations represents net loss excluding share-based compensation expense. Basic and diluted adjusted net loss from continuing operations per ordinary share represents adjusted net loss from continuing operations attributable to Here Group Limited divided by weighted average number of ordinary shares outstanding during the periods used in computing adjusted net loss from continuing operations per ordinary share, basic and diluted. The Company believes that the non-GAAP financial measures provide useful information about the Company’s results of operations, enhance the overall understanding of the Company’s past performance and future prospects and allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making.

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The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools, and when assessing the Company’s operating performance, investors should not consider them in isolation, or as a substitute for net income from continuing operations, net loss from continuing operations per ordinary share, basic and diluted or other consolidated statements of operations data prepared in accordance with U.S. GAAP. The Company’s definition of non-GAAP financial measures may differ from those of industry peers and may not be comparable with their non-GAAP financial measures.

The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating the Company’s performance. For more information on these non-GAAP financial measures, please see the table captioned “Here Group Limited Unaudited Reconciliation of GAAP and Non-GAAP Results” near the end of this release.

Exchange Rate Information

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This announcement contains translations of certain Renminbi (“RMB”) amounts into U.S. dollars (“US$”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from Renminbi to U.S. dollars were made at the rate of RMB7.1190 to US$1.00, the exchange rate on September 30, 2025, set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the Renminbi or U.S. dollars amounts referred to could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all.

Safe Harbor Statements

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This announcement contains forward-looking statements within the meaning of Section 27A of Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1955. All statements other than statements of historical or current fact included in this press release are forward-looking statements, including but not limited to statements regarding the Company’s financial outlook, beliefs and expectations. These statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “potential,” “continue,” “ongoing,” “targets,” “guidance” and similar statements. Among other things, the Financial Outlook for Pop Toy Business in this announcement contains forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases, and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s growth strategies; its future business development, results of operations and financial condition; its ability to attract and retain new consumers and to increase the spending and revenues generated from consumers; its ability to maintain and enhance the recognition and reputation of its brands; its expectations regarding demand for and market acceptance of its services and products; expected growth, future trends and competition in the markets that it operates in; changes in its revenues and certain cost or expense items; PRC governmental policies and regulations relating to its various business lines and industries, general economic and political conditions in China and globally, and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks, uncertainties, or factors is included in the Company’s filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

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About the Company

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The Company, through its HERE奇梦岛 brand, creates collectible pop toys that spark joy and inspire global culture. With innovative design and storytelling at its core, the Company delivers immersive experiences that connect deeply with collectors worldwide. Guided by joy, integrity, wonder, and co-creation, the Company is building vibrant cultural ecosystems where fans shape and share dreams.

For more information, please visit: https://ir.heregroup.com.

Contact

Investor Relations

Leah Guo

Here Group Limited

Email: ir@heregroup.com

Tel: +86 (10) 6493-7857

Robin Yang, Partner

ICR, LLC

Email: Heregroup.IR@icrinc.com

Phone: +1 (212) 537-0429

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HERE GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except for share andper share data)

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	As of
	June 30,<br> 2025		September 30, <br><br>2025		September 30,<br> 2025
	RMB		RMB		US
ASSETS
Current assets:
Cash and cash equivalents		472,943		731,822
Restricted cash		20,757		1,043
Short-term investments		139,990		56,584
Accounts receivable, net		29,505		49,329
Amounts due from related parties		1,577		20,372
Inventory, net		16,229		48,405
Prepayments and other current assets		73,434		166,351
Current assets held for sale		558,316		-
Total current assets		1,312,751		1,073,906
Non-current assets:
Property and equipment, net		9,935		12,894
Intangible assets, net		65,938		68,033
Long-term investments		28,254		35,740
Operating lease right-of-use assets		12,504		9,570
Deferred tax assets		-		561
Goodwill		187,598		187,598
Other non-current assets		1,475		57,462
Non-current assets held for sale		43,064		-
Total non-current assets		348,768		371,858
TOTAL ASSETS		1,661,519		1,445,764
LIABILITIES
Current liabilities:
Short-term borrowings		11,100		10,200
Accounts payables		14,321		42,615
Accrued expenses and other current liabilities		66,168		83,389
Amounts due to related parties		3,321		2,376
Income tax payable		9,440		72,415
Contract liabilities, current portion		1,665		4,700
Operating lease liabilities, current portion		9,482		10,367
Current liabilities held for sale		498,516		-
Total current liabilities		614,013		226,062
Non-current liabilities:
Operating lease liabilities, non-current portion		4,617		2,867
Deferred tax liabilities		72,014		106,215
Non-current liabilities held for sale		37,912		-
Total non-current liabilities		114,543		109,082
TOTAL LIABILITIES		728,556		335,144

All values are in US Dollars.

6/10

HERE GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS- continued

(Amounts in thousands, except for share andper share data)

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	As of
	June 30,<br><br> 2025			September 30,<br><br> 2025			September 30,<br> 2025
	RMB			RMB			US
MEZZANINE EQUITY
Non-controlling interests		40,999			221,372
SHAREHOLDERS’ EQUITY
Class A ordinary shares		81			81
Class B ordinary shares		34			34
Treasury stock		(49,054	)		(67,515	)		)
Additional paid-in capital		1,066,860			875,051
Accumulated other comprehensive income		16,507			15,417
(Accumulative deficit)/retained earnings		(225,431	)		66,180
TOTAL HERE GROUP LIMITED SHAREHOLDERS’ EQUITY		808,997			889,248
Non-controlling interests		82,967			-
TOTAL SHAREHOLDERS’ EQUITY		891,964			889,248
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY		1,661,519			1,445,764

All values are in US Dollars.

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HERE GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands, except for share andper share data)

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	For the Three Months Ended
	June 30,<br><br> 2025			September 30, <br><br>2025			September 30, <br>2025
	RMB			RMB			US
Revenues		65,781			127,147
Cost of revenues		(42,970	)		(74,725	)		)
Gross Profit		22,811			52,422
Operating expenses:
Sales and marketing expenses		(19,108	)		(27,584	)		)
Research and development expenses		(9,010	)		(15,820	)		)
General and administrative expenses		(19,673	)		(38,146	)		)
Total operating expenses		(47,791	)		(81,550	)		)
Loss from operations		(24,980	)		(29,128	)		)
Other income:
Interest income		796			878
Others, net		5,728			3,663
Loss before income tax		(18,456	)		(24,587	)		)
Income tax expense		(3,350	)		(1,170	)		)
Net loss from continuing operations, net of income tax		(21,806	)		(25,757	)		)
Net income from discontinued operation, net of income tax (including gain on disposal of nil and 284,737 for the three months ended June 30, 2025 and September 30, 2025,<br> respectively)		129,786			318,451
Net income		107,980			292,694
Net loss/(income) attributable to noncontrolling interests		2,161			(1,083	)		)
Net income attributable to ordinary shareholders of the Company		110,141			291,611
Including：
Net loss from continuing operations attributable to ordinary shareholders of the Company		(19,641	)		(26,828	)		)
Net income from discontinued operations attributable to ordinary shareholders of the Company		129,782			318,439
Weighted average number of ordinary shares used in computing net (loss)/income per share
- Basic		163,732,982			163,710,546
- Diluted		163,732,982			163,710,546
Net loss from continuing operations per share attributable to ordinary shareholders of the Company - basic		(0.12	)		(0.16	)		)
Net income from discontinued operation per share attributable to ordinary shareholders of the Company - basic		0.79			1.95
Net loss from continuing operations per share attributable to ordinary shareholders of the Company - diluted		(0.12	)		(0.16	)		)
Net income from discontinued operation per share attributable to ordinary shareholders of the Company - diluted		0.79			1.95
Other comprehensive loss
Foreign currency translation adjustments, net of nil tax		(1,984	)		(1,090	)		)
Total other comprehensive loss		(1,984	)		(1,090	)		)
Total comprehensive income		105,996			291,604
Comprehensive loss/(income) attributable to non-controlling interests		2,161			(1,083	)		)
Total comprehensive income attributable to ordinary shareholders of the Company		108,157			290,521

All values are in US Dollars.

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HERE GROUP LIMITED

UNAUDITED RECONCILIATION OF GAAP AND NON-GAAPRESULTS

(Amounts in thousands, except for share andper share data)

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The following table below sets forth a reconciliation of net loss from continuing operations to adjusted net loss from continuing operations and basic and diluted net loss from continuing operations per share to basic and diluted adjusted net loss from continuing operations per share for the periods indicated:

	For the Three Months Ended
	June 30,<br> 2025			September 30, <br><br>2025			September 30,<br> 2025
	RMB			RMB			US
Net loss from continuing operations		(21,806	)		(25,757	)		)
Less: Share-based compensation expenses		(2,513	)		(8,635	)		)
Adjusted net loss from continuing operations		(19,293	)		(17,122	)		)
Attributable to noncontrolling interests		2,165			(1,071	)		)
Adjusted net loss from continuing operations attributable to the Company		(17,128	)		(18,193	)		)
Weighted average number of ordinary shares used in computing net loss from continuing operations per share
- Basic		163,732,982			163,710,546
- Diluted		163,732,982			163,710,546
Weighted average number of ordinary shares used in computing adjusted net loss from continuing operations per share
- Basic		163,732,982			163,710,546
- Diluted		163,732,982			163,710,546
Net loss from continuing operations per ordinary share
- Basic		(0.12	)		(0.16	)		)
- Diluted		(0.12	)		(0.16	)		)
Adjusted net loss from continuing operations per ordinary share
- Basic		(0.10	)		(0.11	)		)
- Diluted		(0.10	)		(0.11	)		)

All values are in US Dollars.

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HERE GROUP LIMITED

UNAUDITED ADDITIONAL INFORMATION

(Amounts in thousands, except for shares andper share data)

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The following table below sets forth a breakdown of revenue from pop toy business by IPs for the periods indicated:

	For the Three Months Ended
	June 30,<br><br> 2025		September 30,<br><br> 2025		September 30,<br> 2025
	RMB		RMB		US
Revenue from pop toy business
WAKUKU		42,959		89,727
ZIYULI		17,591		20,763
SIINONO		-		12,887
Others^(1)^		5,231		3,770
		65,781		127,147

All values are in US Dollars.

^(1)^	“Others”<br>refers to revenue generated from all other IPs, such as “MEMIMO”, “FUNII”, “FIILA” and “PIDOL”,<br>and other revenues, aggregated and presented as “Others”.

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