| 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*
(Street)
(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)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
| Class A Ordinary Shares | 20,680,402 | I | By DCM Ventures China Fund (DCM VIII), L.P.(1) |
| Class A Ordinary Shares | 1,710,636 | I | By DCM VIII, L.P.(2) |
| Class A Ordinary Shares | 509,539 | I | By DCM Affiliates Fund VIII, L.P.(3) |
| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| American Depository Shares | (4) | (4) | Class A Ordinary Shares | 442,336 | (4) | I | By DCM Ventures China Fund (DCM VIII), L.P.(1) |
| American Depository Shares | (4) | (4) | Class A Ordinary Shares | 36,590 | (4) | I | By DCM VIII, L.P.(2) |
| American Depository Shares | (4) | (4) | Class A Ordinary Shares | 10,898 | (4) | I | By DCM Affiliates Fund VIII, L.P.(3) |
| Explanation of Responses: |
| 1. These shares are held directly by DCM Ventures China Fund (DCM VIII), L.P. ("DCM China VIII"). DCM Investment Management VIII, L.P. ("DGP VIII") is the general partner of DCM China VIII. DCM International VIII, Ltd. ("UGP VIII") is the general partner of DGP VIII. Frank Hurst Lin ("Lin") is a director of UGP VIII and may be deemed to have voting and investment power over, and may be deemed to be an indirect beneficial owner of, the securities held by DCM China VIII. Lin disclaims the existence of a "group" and disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 2. These shares are held directly by DCM VIII, L.P. ("DCM VIII"). DGP VIII is the general partner of DCM VIII. UGP VIII is the general partner of DGP VIII. Lin is a director of UGP VIII and may be deemed to have voting and investment power over, and may be deemed to be an indirect beneficial owner of, the securities held by DCM VIII. Lin disclaims the existence of a "group" and disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 3. These shares are held directly by DCM Affiliates Fund VIII, L.P. ("Affiliates VIII"). DGP VIII is the general partner of Affiliates VIII. UGP VIII is the general partner of DGP VIII. Lin is a director of UGP VIII and may be deemed to have voting and investment power over, and may be deemed to be an indirect beneficial owner of, the securities held by Affiliates VIII. Lin disclaims the existence of a "group" and disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 4. Each American Depository Share is convertible at any time, at the holder's election, into three Class A Ordinary Shares of the Issuer. The American Depository Shares have no expiration date. Lin disclaims beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| /s/ Frank Hurst Lin | 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) | ||