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)

SCHEDULE 13G

CUSIP Number(s):

74767N107

Names of Reporting Persons

KPartners Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

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

Aggregate Amount Beneficially Owned by Each Reporting Person

23,170,342.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

14.2 %

Type of Reporting Person (See Instructions)

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

Names of Reporting Persons

Rui Zhang

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

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

Aggregate Amount Beneficially Owned by Each Reporting Person

23,170,342.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

14.2 %

Type of Reporting Person (See Instructions)

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

Names of Reporting Persons

K2 Partners III GP, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

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

Aggregate Amount Beneficially Owned by Each Reporting Person

14,953,514.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.2 %

Type of Reporting Person (See Instructions)

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

Names of Reporting Persons

K2 Partners III GP, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

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

Aggregate Amount Beneficially Owned by Each Reporting Person

14,953,514.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.2 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP Number(s):

74767N107

Names of Reporting Persons

K2 Partners III L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

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

Aggregate Amount Beneficially Owned by Each Reporting Person

14,953,514.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.2 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP Number(s):

74767N107

Names of Reporting Persons

K2 Partners III Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

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

Aggregate Amount Beneficially Owned by Each Reporting Person

14,953,514.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.2 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Here Group Limited

(b)

Address of issuer's principal executive offices:

RM 3008, 30/F, Two Exchange Square, 8 Connaught Place, Central, K3, 999077.

Item 2.

(a)

Name of person filing:

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)