SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ZHAN HUIYU

(Last)

(First)

(Middle)

RM 3008, 30/F, TWO EXCHANGE SQUARE

8 CONNAUGHT PLACE

(Street)

CENTRAL

HONG KONG

000000

(City)

(State)

(Zip)

HONG KONG

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Here Group Ltd [ HERE ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief product officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
American depositary shares⁽¹⁾	66,774	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Right to acquire shares⁽²⁾	⁽³⁾	⁽³⁾	Class A ordinary shares	18,219,330	⁽²⁾	D

Explanation of Responses:

1. Each American depositary share represents three class A ordinary shares.

2. The reported securities represent shares to be received in connection with the merger transaction involving Shenzhen Yiqi Culture Co., Ltd. ("Letsvan merger deal"). A total of 18,219,330 Class A ordinary shares will be issued to the reporting person or his designated entity (referred to as the "Reporting Person") upon the conditions of the Letsvan merger deal.

3. As described in footnote (2),the above mentioned shares are subject to the following restrictions, and the closing has not yet occurred as certain conditions remain unsatisfied. First Tranche: Within ten (10)business days after the closing date, 10,931,598 shares (60% of the aggregate) will be issued to the Reporting Person, subject to a one-year lock-up period. Second Tranche: Within ten (10)business days after the closing date, 3,643,866 shares (20% of the aggregate) will be issued to the Reporting Person, subject to a continued employment requirement and a four-year lock-up period, with one-fourth (1/4) of the shares vesting annually. Final Tranche: Within ten (10) business days following full vesting of the Second Tranche shares, the remaining 3,643,866 shares (the final 20% of the aggregate) will be issued to the Reporting Person, subject to a four-year lock-up period, with one-fourth (1/4) vesting annually.

	HUIYU ZHAN	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider Zhan Huiyu