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 March 2026

---

Commission File Number: 001-41590

HERE GROUP LIMITED

(Exact name of registrant as specified in its charter)

RM 3008, 30/F

Two Exchange Square

8 Connaught Place, Central

Hong Kong+852 2988 8279

(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

---

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: March 12, 2026	By:	/s/ Peng Li
	Name:	Peng Li
	Title:	Chairman and Chief Executive Officer

1

EXHIBIT INDEX

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

2

Exhibit 99.1

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

Beijing, March 12, 2026 /GLOBE NEWSWIRE/ - Here Group Limited (NASDAQ: HERE) (“Here” or the “Company”), an IP^1^-based pop toy company dedicated to creating beloved collectibles and trend-defining experiences, today announced its unaudited financial results for the second quarter of the fiscal year ending June 30, 2026 (the “second quarter of FY 2026”, which refers to the quarter from October 1, 2025 to December 31, 2025).

Financial Highlights for the Second Quarterof FY 2026^2^

●	Revenues for the second quarter of FY 2026 were RMB177.3 million (US$25.3 million), representing<br>an increase of 39.4% from the first quarter of the fiscal year ending June 30, 2026 (the “first quarter of FY 2026”).
●	Net loss from continuing operations, net of income tax for the second quarter of FY 2026 was RMB25.4<br>million (US$3.6 million), compared with RMB25.8 million in the first quarter of FY 2026.
---	---
●	Adjusted net loss from continuing operations^3^<br>for the second quarter of FY 2026 was RMB16.1 million (US$2.3 million), compared with RMB17.1 million in the first quarter of FY 2026.
---	---
●	The Company has a total of 18 IPs as of December 31, 2025, including 11 proprietary IPs, 5 exclusive licensed<br>IPs, and 2 non-exclusive licensed IPs.
---	---

Mr. Peng Li, Chairman and Chief Executive Officer of Here, commented, “This quarter we achieved revenues of RMB177.3 million, representing a 39.4% increase quarter-over-quarter. It also marks a significant milestone as our first full quarter operating as a fully independent IP trend company. We are firmly committed to executing our strategy centered on IP products and operations, with a sharp focus on IP development and product iteration, while continuously refining our organizational structure and operational foundation. Concurrently, we are strengthening our diversified sales channels to further amplify our IP momentum and drive sustainable sales growth. Our solid execution and strategic clarity position us well to capture the significant opportunities ahead and deliver long-term value to our shareholders as we advance toward our vision of becoming a leading global IP trend company.”

Mr. Dong Xie, Chief Financial Officer of Here, added, “Our revenues exceeded the high end of our guidance, driven by the continued execution of our core IP operation strategy. We are proactively optimizing our revenue mix, with a strategic emphasis on increasing the contribution from offline channels. We believe offline experiences are crucial for IP empowerment, as they effectively enhance user engagement and emotional connection with our IPs. Furthermore, as a dedicated IP trend company, we further refined our cost structure this quarter to better align with our asset-light, high-value-added model centered around IP. We anticipate that these ongoing adjustments will consistently improve our operational efficiency and financial health, solidifying our foundation for sustainable, long-term growth in the global IP trend market.”

^1^	“IP” refers to the design of a single or a series<br>of characters and the underlying intellectual property rights.
^2^	As previously reported, the Company completed the disposal of<br>its Established Business (all the business operations established prior to the acquisition of Shenzhen Yiqi Culture Co., Ltd., including<br>the individual online learning services business, consumer businesses and other businesses aside from the pop toy business) on September<br>30, 2025. As the disposal met the definition of discontinued operations in accordance with ASC 205-20, the historical financial results<br>of the Established Business were reflected as discontinued operations in the Company’s consolidated financial statements, and the<br>related assets and liabilities associated with discontinued operations in the prior year consolidated balance sheets were classified<br>as assets/liabilities held for sale.
---	---
^3^	Adjusted net loss from continuing operations is a non-GAAP financial<br>measure. For a reconciliation of net loss from continuing operations, net of income tax to adjusted net loss from continuing operations,<br>see the “Non-GAAP Financial Measures” section and the table captioned “Here Group Limited Unaudited Reconciliation<br>of GAAP and Non-GAAP Results” below.
---	---

1 / 10

Financial Results for the Second Quarter ofFY 2026

Revenues

Revenues were RMB177.3 million (US$25.3 million) in the second quarter of FY 2026, exclusively reflecting the performance of the high-growth pop toys business.

Cost of revenues

Cost of revenues was RMB122.3 million (US$17.5 million) in the second quarter of FY 2026, primarily composed of costs associated with pop toy products sold. The decline in gross margin was mainly attributable to the Company’s strategic expansion of offline channels, which generated lower per-unit margins than direct online sales. This channel diversification strategy is designed to enhance IP engagement and strengthen customer loyalty through physical retail experiences, aligning with the Company’s long-term vision as a leading IP trend company.

Sales and marketing expenses

Sales and marketing expenses were RMB52.8 million (US$7.6 million) in the second quarter of FY 2026, primarily consisting of advertising and promotion expenses and staff compensation. These investments supported brand building and customer acquisition efforts across multiple platforms.

Research and development expenses

Research and development expenses were RMB9.1 million (US$1.3 million) in the second quarter of FY 2026, primarily consisting of IP design and product development expenses.

General and administrative expenses

General and administrative expenses were RMB31.3 million (US$4.5 million) in the second quarter of FY 2026, primarily associated with core corporate functions, including employee compensation, professional service fees, and other operational expenses.

Others, net

Others, net were RMB9.6 million (US$1.4 million) in the second quarter of FY 2026, primarily comprising net income from support service fees charged to the Established Business during the service support period following the deal closing, as well as investment income from both equity-method investment and wealth management products.

Net loss from continuing operations, net ofincome tax and adjusted net loss from continuing operations

Net loss from continuing operations, net of income tax was RMB25.4 million (US$3.6 million) in the second quarter of FY 2026. Adjusted net loss from continuing operations was RMB16.1 million (US$2.3 million) in the second quarter of FY 2026.

2 / 10

Net loss from continuing operations per shareand adjusted net loss from continuing operations per share^4^

Basic and diluted net loss from continuing operations per share were RMB0.16 (US$0.02) in the second quarter of FY 2026. Basic and diluted adjusted net loss from continuing operations per share were RMB0.10 (US$0.01) in the second quarter of FY 2026.

Financial Outlook

Based on currently available information, the Company expects its revenues from the pop toy business to be in the range of RMB140.0 million to RMB150.0 million for the third quarter of FY 2026 (which refers to the quarter from January 1, 2026 to March 31, 2026) 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 March 6, 2026, a total of 1.7 million ADSs had been repurchased for an aggregate consideration of US$10.8 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 Thursday, March 12, 2026 (07:00 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 Q2 FY2026 Earnings Call

Pre-register Link: https://dpregister.com/sreg/10207117/103685ff5fa

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 March 19, 2026 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>8306387

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.

^4^

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.

3 / 10

Non-GAAP Financial Measures

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 from continuing operations, net of income tax 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.

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 loss from continuing operations, net of income tax, 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

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 RMB6.9931 to US$1.00, the exchange rate on December 31, 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

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.

4 / 10

About the Company

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

Tina Tang

Here Group Limited

Email: ir@heregroup.com

Tel: +852 2988-8279

Robin Yang, Partner

ICR, LLC

Email: Heregroup.IR@icrinc.com

Phone: +1 (212) 537-0429

5 / 10

---

HERE GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCESHEETS

(Amounts in thousands, except for shareand per share data)

	As of
	June 30,		December 31,		December 31,
	2025		2025		2025
	RMB		RMB		US
ASSETS
Current assets:
Cash and cash equivalents		472,943		167,154
Restricted cash		20,757		1,043
Short-term investments		139,990		561,077
Accounts receivable, net		29,505		32,623
Amounts due from related parties		1,577		28,849
Inventory, net		16,229		111,826
Prepayments and other current assets		73,434		165,057
Current assets held for sale		558,316		-
Total current assets		1,312,751		1,067,629
Non-current assets:
Property and equipment, net		9,935		17,073
Intangible assets, net		65,938		65,272
Long-term investments		28,254		25,936
Operating lease right-of-use assets		12,504		27,539
Goodwill		187,598		187,598
Other non-current assets		1,475		47,256
Non-current assets held for sale		43,064		-
Total non-current assets		348,768		370,674
TOTAL ASSETS		1,661,519		1,438,303
LIABILITIES
Current liabilities:
Short-term borrowings		11,100		3,300
Accounts payable		14,321		79,382
Accrued expenses and other current liabilities		66,168		65,715
Amounts due to related parties		3,321		7,336
Income tax payable		9,440		71,903
Contract liabilities		1,665		2,489
Operating lease liabilities, current portion		9,482		10,593
Current liabilities held for sale		498,516		-
Total current liabilities		614,013		240,718
Non-current liabilities:
Operating lease liabilities, non-current portion		4,617		14,292
Deferred tax liabilities		72,014		104,026
Non-current liabilities held for sale		37,912		-
Total non-current liabilities		114,543		118,318
TOTAL LIABILITIES		728,556		359,036

All values are in US Dollars.

6 / 10

HERE GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCESHEETS - continued

(Amounts in thousands, except for shareand per share data)

	As of
	June 30,<br> <br>2025			December 31,<br><br><br><br>2025			December 31,<br><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	)		(79,889	)		)
Additional paid-in capital		1,066,860			882,743
Accumulated other comprehensive income		16,507			14,160
(Accumulative deficit)/retained earnings		(225,431	)		40,766
TOTAL HERE GROUP LIMITED SHAREHOLDERS’ EQUITY		808,997			857,895
Non-controlling interests		82,967			-
TOTAL SHAREHOLDERS’ EQUITY		891,964			857,895
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY		1,661,519			1,438,303

All values are in US Dollars.

7 / 10

---

HERE GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

(Amounts in thousands, except for shareand per share data)

	For the Three Months<br> <br>Ended
	September 30,<br> <br>2025			December 31,<br> <br>2025			December 31, 2025
	RMB			RMB			US
Revenues<br> (including revenues from one related party of RMB3,973 and RMB9,486 for the three months ended September 30, 2025 and December 31,<br> 2025, respectively)		127,147			177,257
Cost of revenues (including related party transaction of nil and RMB2,679 for the three months ended September 30, 2025 and December<br> 31, 2025, respectively)		(74,725	)		(122,267	)		)
Gross Profit		52,422			54,990
Operating expenses:
Sales and marketing expenses (including related party transaction of RMB2,241 and RMB1,739 for the three months ended September 30, 2025 and December 31, 2025, respectively)		(27,584	)		(52,844	)		)
Research and development expenses		(15,820	)		(9,066	)		)
General and administrative expenses		(38,146	)		(31,295	)		)
Total operating expenses		(81,550	)		(93,205	)		)
Loss from operations		(29,128	)		(38,215	)		)
Other income:
Interest income		878			3,633
Others, net		3,663			9,626
Loss before income tax		(24,587	)		(24,956	)		)
Income tax expense		(1,170	)		(458	)		)
Net loss from continuing operations, net of income tax		(25,757	)		(25,414	)		)
Net income from discontinued operations, net of income tax (including gain on disposal of RMB284,737 and nil for the three months<br> ended September 30, 2025 and December 31, 2025, respectively)		318,451			-
Net income/(loss)		292,694			(25,414	)		)
Net income attributable to noncontrolling interests		(1,083	)		-
Net income/(loss) attributable to ordinary shareholders of the Company		291,611			(25,414	)		)
Including：
Net loss from continuing operations attributable to ordinary shareholders of the Company		(26,828	)		(25,414	)		)
Net income from discontinued operations attributable to ordinary shareholders of the Company		318,439			-
Weighted average number of ordinary shares used in computing net (loss)/income per share
- Basic		163,710,546			163,065,311
- Diluted		163,710,546			163,065,311
Net loss from continuing operations per share attributable to ordinary shareholders of the Company - basic		(0.16	)		(0.16	)		)
Net income from discontinued operations per share attributable to ordinary shareholders of the Company - basic		1.95			-
Net loss from continuing operations per share attributable to ordinary shareholders of the Company - diluted		(0.16	)		(0.16	)		)
Net income from discontinued operations per share attributable to ordinary shareholders of the Company - diluted		1.95			-
Other comprehensive loss
Foreign currency translation adjustments, net of nil tax		(1,090	)		(1,257	)		)
Total other comprehensive loss		(1,090	)		(1,257	)		)
Total comprehensive income/(loss)		291,604			(26,671	)		)
Comprehensive income attributable to non-controlling interests		(1,083	)		-
Total comprehensive income/(loss) attributable to ordinary shareholders of the Company		290,521			(26,671	)		)

All values are in US Dollars.

---

8 / 10

---

HERE GROUP LIMITED

UNAUDITED RECONCILIATION OF GAAP ANDNON-GAAP RESULTS

(Amounts in thousands, except for shareand per share data)

The following table below sets forth a reconciliation of net loss from continuing operations, net of income tax 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<br> <br>Ended
	September 30,<br> <br>2025			December 31,<br> <br>2025			December 31, 2025
	RMB			RMB			US
Net loss from continuing operations, net of income tax		(25,757	)		(25,414	)		)
Less: Share-based compensation expenses		(8,635	)		(9,271	)		)
Adjusted net loss from continuing operations		(17,122	)		(16,143	)		)
Attributable to noncontrolling interests		(1,071	)		-
Adjusted net loss from continuing operations attributable to the Company		(18,193	)		(16,143	)		)
Weighted average number of ordinary shares used in computing net loss from continuing operations per share
- Basic		163,710,546			163,065,311
- Diluted		163,710,546			163,065,311
Weighted average number of ordinary shares used in computing adjusted net loss from continuing operations per share
- Basic		163,710,546			163,065,311
- Diluted		163,710,546			163,065,311
Net loss from continuing operations per ordinary share
- Basic		(0.16	)		(0.16	)		)
- Diluted		(0.16	)		(0.16	)		)
Adjusted net loss from continuing operations per ordinary share
- Basic		(0.11	)		(0.10	)		)
- Diluted		(0.11	)		(0.10	)		)

All values are in US Dollars.

9 / 10

HERE GROUP LIMITED

UNAUDITED ADDITIONAL INFORMATION

(Amounts in thousands, except for sharesand per share data)

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

	For the Three Months<br> <br>Ended
	September 30,<br> <br>2025		December 31,<br> <br>2025		December 31, 2025
	RMB		RMB		US
Revenues
WAKUKU		89,727		129,414
ZIYULI		20,763		9,504
SIINONO		12,887		19,229
Others^(1)^		3,770		19,110
		127,147		177,257

All values are in US Dollars.

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

10 / 10