UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

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

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2025

 

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

 

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 for the 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 the First Quarter of FY 2026

 

The Company completed the disposal of its Established Business1 on September 30, 2025 (the “Disposal”). After the Disposal2, 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 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 quarter of FY 2025”).

 

·Net loss from continuing operations for the first quarter of FY 2026 was RMB25.8 million (US$3.6 million), compared with RMB21.8 million in the fourth quarter of FY 2025.

 

·Adjusted net loss from continuing operations3 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.

 

·The Company has a total of 17 IPs4 as of September 30, 2025, including 11 proprietary IPs, 4 exclusive licensed IPs, and 2 non-exclusive licensed IPs.

 

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 RMB750.0800.0 million, demonstrating our confidence in scaling our operations and expanding internationally.”

 

 

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

 

 

 

Financial Results from Continuing Operations for 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 adjusted net 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 share and adjusted net loss from continuing operations per share5

 

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).

 

 

5Basic and diluted adjusted net loss from continuing operations per share are non-GAAP financial measures. For a reconciliation of basic and diluted net loss from continuing operations per share to basic and diluted adjusted net loss from continuing operations per share, see the “Non-GAAP Financial Measures” section and the table captioned “Here Group Limited Unaudited Reconciliation of GAAP and Non-GAAP Results” below.

 

2/10

 

 

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 Repurchase Program

 

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:
United States Toll Free:
Replay Access Code:
1-412-317-0088
1-855-669-9658
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

 

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.

 

3/10

 

 

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

 

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

 

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

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 and per share data)

 

   As of 
   June 30,
2025
   September 30,
2025
   September 30,
2025
 
   RMB   RMB   US$ 
             
ASSETS               
Current assets:               
Cash and cash equivalents   472,943    731,822    102,798 
Restricted cash   20,757    1,043    147 
Short-term investments   139,990    56,584    7,948 
Accounts receivable, net   29,505    49,329    6,929 
Amounts due from related parties   1,577    20,372    2,862 
Inventory, net   16,229    48,405    6,799 
Prepayments and other current assets   73,434    166,351    23,368 
Current assets held for sale   558,316    -    - 
Total current assets   1,312,751    1,073,906    150,851 
                
Non-current assets:               
Property and equipment, net   9,935    12,894    1,811 
Intangible assets, net   65,938    68,033    9,557 
Long-term investments   28,254    35,740    5,020 
Operating lease right-of-use assets   12,504    9,570    1,344 
Deferred tax assets   -    561    79 
Goodwill   187,598    187,598    26,352 
Other non-current assets   1,475    57,462    8,072 
Non-current assets held for sale   43,064    -    - 
Total non-current assets   348,768    371,858    52,235 
TOTAL ASSETS   1,661,519    1,445,764    203,086 
                
LIABILITIES               
Current liabilities:               
Short-term borrowings   11,100    10,200    1,433 
Accounts payables   14,321    42,615    5,986 
Accrued expenses and other current liabilities   66,168    83,389    11,714 
Amounts due to related parties   3,321    2,376    334 
Income tax payable   9,440    72,415    10,172 
Contract liabilities, current portion   1,665    4,700    660 
Operating lease liabilities, current portion   9,482    10,367    1,456 
Current liabilities held for sale   498,516    -    - 
Total current liabilities   614,013    226,062    31,755 
                
Non-current liabilities:               
Operating lease liabilities, non-current portion   4,617    2,867    403 
Deferred tax liabilities   72,014    106,215    14,920 
Non-current liabilities held for sale   37,912    -    - 
Total non-current liabilities   114,543    109,082    15,323 
TOTAL LIABILITIES   728,556    335,144    47,078 

 

6/10

 

 

HERE GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - continued

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

 

   As of 
   June 30,
2025
   September 30,
2025
   September 30,
2025
 
   RMB   RMB   US$ 
             
MEZZANINE EQUITY            
Non-controlling interests   40,999    221,372    31,096 
                
SHAREHOLDERS’ EQUITY               
Class A ordinary shares   81    81    11 
Class B ordinary shares   34    34    5 
Treasury stock   (49,054)   (67,515)   (9,484)
Additional paid-in capital   1,066,860    875,051    122,918 
Accumulated other comprehensive income   16,507    15,417    2,166 
(Accumulative deficit)/retained earnings   (225,431)   66,180    9,296 
TOTAL HERE GROUP LIMITED SHAREHOLDERS’ EQUITY   808,997    889,248    124,912 
Non-controlling interests   82,967    -    - 
TOTAL SHAREHOLDERS’ EQUITY   891,964    889,248    124,912 
                
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY   1,661,519    1,445,764    203,086 

 

7/10

 

 

HERE GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

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

 

   For the Three Months Ended 
   June 30,
2025
   September 30,
2025
   September 30,
2025
 
   RMB   RMB   US$ 
             
Revenues   65,781    127,147    17,860 
Cost of revenues   (42,970)   (74,725)   (10,497)
Gross Profit   22,811    52,422    7,363 
                
Operating expenses:               
Sales and marketing expenses   (19,108)   (27,584)   (3,875)
Research and development expenses   (9,010)   (15,820)   (2,222)
General and administrative expenses   (19,673)   (38,146)   (5,358)
Total operating expenses   (47,791)   (81,550)   (11,455)
                
Loss from operations   (24,980)   (29,128)   (4,092)
                
Other income:               
Interest income   796    878    123 
Others, net   5,728    3,663    515 
                
Loss before income tax   (18,456)   (24,587)   (3,454)
Income tax expense   (3,350)   (1,170)   (164)
                
Net loss from continuing operations, net of income tax   (21,806)   (25,757)   (3,618)
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, respectively)   129,786    318,451    44,733 
Net income   107,980    292,694    41,115 
Net loss/(income) attributable to noncontrolling interests   2,161    (1,083)   (152)
Net income attributable to ordinary shareholders of the Company   110,141    291,611    40,963 
Including               
Net loss from continuing operations attributable to ordinary shareholders of the Company   (19,641)   (26,828)   (3,768)
Net income from discontinued operations attributable to ordinary shareholders of the Company   129,782    318,439    44,731 
                
Weighted average number of ordinary shares used in computing net (loss)/income per share               
- Basic   163,732,982    163,710,546    163,710,546 
- Diluted   163,732,982    163,710,546    163,710,546 
                
Net loss from continuing operations per share attributable to ordinary shareholders of the Company - basic   (0.12)   (0.16)   (0.02)
Net income from discontinued operation per share attributable to ordinary shareholders of the Company - basic   0.79    1.95    0.27 
                
Net loss from continuing operations per share attributable to ordinary shareholders of the Company - diluted   (0.12)   (0.16)   (0.02)
Net income from discontinued operation per share attributable to ordinary shareholders of the Company - diluted   0.79    1.95    0.27 
                
Other comprehensive loss               
Foreign currency translation adjustments, net of nil tax   (1,984)   (1,090)   (153)
Total other comprehensive loss   (1,984)   (1,090)   (153)
                
Total comprehensive income   105,996    291,604    40,962 
Comprehensive loss/(income) attributable to non-controlling interests   2,161    (1,083)   (152)
Total comprehensive income attributable to ordinary shareholders of the Company   108,157    290,521    40,810 

 

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HERE GROUP LIMITED

UNAUDITED RECONCILIATION OF GAAP AND NON-GAAP RESULTS

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

 

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,
2025
   September 30,
2025
   September 30,
2025
 
   RMB   RMB   US$ 
             
Net loss from continuing operations   (21,806)   (25,757)   (3,618)
Less: Share-based compensation expenses   (2,513)   (8,635)   (1,212)
                
Adjusted net loss from continuing operations   (19,293)   (17,122)   (2,406)
Attributable to noncontrolling interests   2,165    (1,071)   (150)
Adjusted net loss from continuing operations attributable to the Company   (17,128)   (18,193)   (2,556)
                
Weighted average number of ordinary shares used in computing net loss from continuing operations per share               
- Basic   163,732,982    163,710,546    163,710,546 
- Diluted   163,732,982    163,710,546    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    163,710,546 
- Diluted   163,732,982    163,710,546    163,710,546 
                
Net loss from continuing operations per ordinary share               
- Basic   (0.12)   (0.16)   (0.02)
- Diluted   (0.12)   (0.16)   (0.02)
Adjusted net loss from continuing operations per ordinary share               
- Basic   (0.10)   (0.11)   (0.02)
- Diluted   (0.10)   (0.11)   (0.02)

 

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HERE GROUP LIMITED

UNAUDITED ADDITIONAL INFORMATION

(Amounts in thousands, except for shares and per share data)

 

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,
2025
   September 30,
2025
   September 30,
2025
 
   RMB   RMB   US$ 
             
Revenue from pop toy business            
WAKUKU   42,959    89,727    12,604 
ZIYULI   17,591    20,763    2,917 
SIINONO   -    12,887    1,809 
Others(1)   5,231    3,770    530 
                
    65,781    127,147    17,860 

 

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

 

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