Here Group Limited received an amended Schedule 13G reporting that KPartners Limited, Rui Zhang and related K2 entities collectively beneficially own 23,170,342 ordinary shares, representing 14.2% of the company on an as-converted basis. The position consists of Class A ordinary shares, including holdings in the form of American Depositary Shares (ADSs).
The stake is held through K2 Partners III Limited, K2 Evergreen Partners Limited and K2 Family Partners Limited. Separately, K2 Partners III GP, LLC, K2 Partners III GP, L.P., K2 Partners III L.P. and K2 Partners III Limited each report 14,953,514 Class A ordinary shares, or 9.2% of the ordinary shares treated as a single class. The ownership percentages are based on 163,153,846 ordinary shares (113,294,797 Class A and 49,859,049 Class B) outstanding as of October 21, 2025, assuming full conversion of Class B into Class A. Each ADS represents three Class A ordinary shares.
Positive
None.
Negative
None.
Key Figures
Beneficial ownership (group):23,170,342 ordinary sharesOwnership percentage (group):14.2%K2 Partners III stake:14,953,514 Class A ordinary shares+3 more
6 metrics
Beneficial ownership (group)23,170,342 ordinary sharesBeneficially owned by KPartners Limited, Rui Zhang and related entities
Ownership percentage (group)14.2%Percentage of Here Group ordinary shares on an as-converted basis
K2 Partners III stake14,953,514 Class A ordinary sharesHeld by each K2 Partners III reporting entity, equal to 9.2%
Ownership percentage (K2 entities)9.2%Portion of ordinary shares beneficially owned by each K2 Partners III entity
Total ordinary shares baseline163,153,846 ordinary shares113,294,797 Class A and 49,859,049 Class B as of October 21, 2025
ADS to share ratio1 ADS = 3 Class A ordinary sharesConversion ratio for Here Group ADSs represented by CUSIP 74767N107
Key Terms
American Depositary Shares, beneficially owned, sole voting power, sole dispositive power, +1 more
5 terms
American Depositary Sharesfinancial
"Class A ordinary shares held in the form of 1,066,830 American Depositary Shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
beneficially ownedfinancial
"Row 9 of each Reporting Person's cover page sets forth the aggregate number of securities beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole voting powerfinancial
"Sole Voting Power 23,170,342.00 Shared Voting Power 0.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
sole dispositive powerfinancial
"Sole Dispositive Power 23,170,342.00 Shared Dispositive Power 0.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Class B ordinary sharesfinancial
"49,859,049 Class B ordinary shares issued and outstanding as of October 21, 2025"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
FAQ
What percentage of Here Group Limited (HERE) is held by the reporting group?
The reporting group beneficially owns 14.2% of Here Group Limited, or 23,170,342 ordinary shares on an as-converted basis. This percentage is calculated against 163,153,846 ordinary shares outstanding, treating Class A and Class B as a single class.
How many Here Group Limited (HERE) shares do KPartners Limited and Rui Zhang control?
KPartners Limited, Rui Zhang and affiliated K2 entities report beneficial ownership of 23,170,342 ordinary shares. These include direct Class A ordinary shares and shares held in the form of ADSs through K2 Partners III, K2 Evergreen Partners and K2 Family Partners entities.
What is the ownership stake of K2 Partners III entities in Here Group Limited (HERE)?
K2 Partners III GP, LLC, K2 Partners III GP, L.P., K2 Partners III L.P. and K2 Partners III Limited each report 14,953,514 Class A ordinary shares, or 9.2% of the ordinary shares. This is based on 163,153,846 ordinary shares outstanding on an as-converted basis.
How are ADSs for Here Group Limited (HERE) structured in this filing?
Each American Depositary Share (ADS) of Here Group Limited represents three Class A ordinary shares. Portions of the reported holdings, such as 1,066,830, 235,414, and 372,637 ADSs, correspond to underlying Class A shares included in the beneficial ownership totals.
What share count baseline is used to calculate ownership percentages for HERE?
Ownership percentages are calculated using 163,153,846 ordinary shares as a single class: 113,294,797 Class A and 49,859,049 Class B shares as of October 21, 2025, assuming each Class B share converts into one Class A share.
Are Here Group Limited (HERE) Class B shares convertible into Class A shares?
Each Class B ordinary share is convertible into one Class A ordinary share at any time at the holder’s option. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances, affecting how ownership is measured on an as-converted basis.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Here Group Limited
(Name of Issuer)
Class A ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
74767N107
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
74767N107
1
Names of Reporting Persons
KPartners Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
23,170,342.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
23,170,342.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
23,170,342.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
14.2 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Note to Rows (5), (7) and (9): Represents ownership of (i) 3,200,490 Class A ordinary shares held in the form of 1,066,830 American Depositary Shares ("ADSs") and 11,753,024 Class A ordinary shares directly held by K2 Partners III Limited, (ii) 706,242 Class A ordinary shares held in the form of 235,414 ADSs and 2,475,000 Class A ordinary shares directly held by K2 Evergreen Partners Limited, and (iii) 1,117,911 Class A ordinary shares held in the form of 372,637 ADSs and 3,917,675 Class A ordinary shares directly held by K2 Family Partners Limited, as further disclosed in Item 4.
Note to Row (11): The percentage is based upon 163,153,846 ordinary shares of Here Group Limited (the "Issuer") as a single class, being the sum of (i) 113,294,797 Class A ordinary shares and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of October 21, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer's annual report for the fiscal year ended June 30, 2025, filed with the United States Securities and Exchange Commission on Form 20-F on October 31, 2025. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
SCHEDULE 13G
CUSIP Number(s):
74767N107
1
Names of Reporting Persons
Rui Zhang
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
23,170,342.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
23,170,342.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
23,170,342.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
14.2 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Note to Rows (5), (7) and (9): Represents ownership of (i) 3,200,490 Class A ordinary shares held in the form of 1,066,830 ADSs and 11,753,024 Class A ordinary shares directly held by K2 Partners III Limited, (ii) 706,242 Class A ordinary shares held in the form of 235,414 ADSs and 2,475,000 Class A ordinary shares directly held by K2 Evergreen Partners Limited, and (iii) 1,117,911 Class A ordinary shares held in the form of 372,637 ADSs and 3,917,675 Class A ordinary shares directly held by K2 Family Partners Limited, as further disclosed in Item 4.
Note to Row (11): The percentage is based upon 163,153,846 ordinary shares of the Issuer as a single class, being the sum of (i) 113,294,797 Class A ordinary shares and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of October 21, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer's annual report for the fiscal year ended June 30, 2025, filed with the United States Securities and Exchange Commission on Form 20-F on October 31, 2025. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
SCHEDULE 13G
CUSIP Number(s):
74767N107
1
Names of Reporting Persons
K2 Partners III GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
14,953,514.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
14,953,514.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,953,514.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Note to Rows (5), (7) and (9): Represents ownership of (i) 3,200,490 Class A ordinary shares held in the form of 1,066,830 ADSs, and (ii) 11,753,024 Class A ordinary shares directly held by K2 Partners III Limited, as further disclosed in Item 4.
Note to Row (11): The percentage is based upon 163,153,846 ordinary shares of the Issuer as a single class, being the sum of (i) 113,294,797 Class A ordinary shares and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of October 21, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer's annual report for the fiscal year ended June 30, 2025, filed with the United States Securities and Exchange Commission on Form 20-F on October 31, 2025. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
SCHEDULE 13G
CUSIP Number(s):
74767N107
1
Names of Reporting Persons
K2 Partners III GP, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
14,953,514.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
14,953,514.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,953,514.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Note to Rows (5), (7) and (9): Represents ownership of (i) 3,200,490 Class A ordinary shares held in the form of 1,066,830 ADSs, and (ii) 11,753,024 Class A ordinary shares directly held by K2 Partners III Limited, as further disclosed in Item 4.
Note to Row (11): The percentage is based upon 163,153,846 ordinary shares of the Issuer as a single class, being the sum of (i) 113,294,797 Class A ordinary shares and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of October 21, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer's annual report for the fiscal year ended June 30, 2025, filed with the United States Securities and Exchange Commission on Form 20-F on October 31, 2025. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
SCHEDULE 13G
CUSIP Number(s):
74767N107
1
Names of Reporting Persons
K2 Partners III L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
14,953,514.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
14,953,514.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,953,514.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Note to Rows (5), (7) and (9): Represents ownership of (i) 3,200,490 Class A ordinary shares held in the form of 1,066,830 ADSs, and (ii) 11,753,024 Class A ordinary shares directly held by K2 Partners III Limited, as further disclosed in Item 4.
Note to Row (11): The percentage is based upon 163,153,846 ordinary shares of the Issuer as a single class, being the sum of (i) 113,294,797 Class A ordinary shares and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of October 21, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer's annual report for the fiscal year ended June 30, 2025, filed with the United States Securities and Exchange Commission on Form 20-F on October 31, 2025. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
SCHEDULE 13G
CUSIP Number(s):
74767N107
1
Names of Reporting Persons
K2 Partners III Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
14,953,514.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
14,953,514.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,953,514.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Note to Rows (5), (7) and (9): Represents ownership of (i) 3,200,490 Class A ordinary shares held in the form of 1,066,830 ADSs, and (ii) 11,753,024 Class A ordinary shares directly held by K2 Partners III Limited, as further disclosed in Item 4.
Note to Row (11): The percentage is based upon 163,153,846 ordinary shares of the Issuer as a single class, being the sum of (i) 113,294,797 Class A ordinary shares and (ii) 49,859,049 Class B ordinary shares issued and outstanding as of October 21, 2025, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer's annual report for the fiscal year ended June 30, 2025, filed with the United States Securities and Exchange Commission on Form 20-F on October 31, 2025. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
KPartners Limited,
Rui Zhang,
K2 Partners III GP, LLC,
K2 Partners III GP, L.P.,
K2 Partners III L.P., and
K2 Partners III Limited
(collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The address for KPartners Limited, K2 Partners III GP, LLC, K2 Partners III GP, L.P. and K2 Partners III L.P. is Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands. The address for K2 Partners III Limited is Room C, 20/F., Lucky Plaza, 315-321 Lockhart Road, Wanchai, Hong Kong.
(c)
Citizenship:
Rui Zhang: A Singapore Citizen
KPartners Limited: Cayman Islands limited company
K2 Partners III GP, LLC: Cayman Islands limited company
K2 Partners III GP, L.P.: Cayman Islands exempted limited partnership
K2 Partners III L.P.: Cayman Islands exempted limited partnership
K2 Partners III Limited: Hong Kong limited company
(d)
Title of class of securities:
Class A ordinary shares, par value US$0.0001 per share
(e)
CUSIP No.:
74767N107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 74767N107 has been assigned to the ADSs of the Issuer. Each ADS represents three Class A ordinary shares.
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information set forth in Row (5) of the cover page for each of the Reporting Person is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information set forth in Row (6) of the cover page for each of the Reporting Person is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information set forth in Row (7) of the cover page for each of the Reporting Person is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information set forth in Row (8) of the cover page for each of the Reporting Person is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
KPartners Limited
Signature:
/s/ Rui Zhang
Name/Title:
Rui Zhang/Director
Date:
08/11/2026
Rui Zhang
Signature:
/s/ Rui Zhang
Name/Title:
Rui Zhang
Date:
08/11/2026
K2 Partners III GP, LLC
Signature:
/s/ Rui Zhang
Name/Title:
Rui Zhang/Director
Date:
08/11/2026
K2 Partners III GP, L.P.
Signature:
/s/ Rui Zhang
Name/Title:
Rui Zhang/Director of K2 Partners III GP, LLC, the General Partner
Date:
08/11/2026
K2 Partners III L.P.
Signature:
/s/ Rui Zhang
Name/Title:
Rui Zhang/Director of K2 Partners III GP, LLC, the general partner of K2 Partners III GP, L.P., the General Partner
Date:
08/11/2026
K2 Partners III Limited
Signature:
/s/ Rui Zhang
Name/Title:
Rui Zhang/Director
Date:
08/11/2026
Exhibit Information
Joint Filing Agreement, dated as of January 17, 2024 (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13G filed with the SEC on January 17, 2024)
