美國
證券交易委員會
華盛頓特區20549

附表13D/A

根據1934年證券交易所法案。
（第四修訂）*

adecoagro S.A.

(發行者名稱)

普通股，面值$1.50 每股

（證券類別的標題）

L00849106

(CUSIP號碼)

泰達幣控股有限公司

c/o SHRm 受託人

Trinity Chambers

托爾托拉，羅德敦

英屬維京群島，VG1110

+443333355842

副本：

丹尼爾·伍達德

麥德美律師事務所

One Vanderbilt Avenue

紐約，紐約10017

(212) 547-5400

(收件人姓名、地址和電話號碼，以接收通知和通信)

2024年10月16日

（需要報告此聲明的事件日期）

如果申報人之前已經以13G附表申報過關於這份13D申報所述的收購事項，並因為13d-1(e)、13d-1(f)或13d-1(g)的規定而申報本附表，請勾選下面的方框 ¨

認股權證以紙本格式提交的日程表必須包括一份簽署完整原件和五份副本，包括所有附件。有關應發送副本的其他各方，請參閱§240.13d -7。

*此封面的剩餘部分應填寫在報告人首次提交此表格時，涉及主題證券類別的內容，以及任何後續修訂內容，該修訂內容將改變在前一封面中提供的披露資訊。

對於本封面的其餘信息不應被視為根據1934年證券交易法第18條（以下簡稱“該法”）進行的“申報”，也不因該法的該條款而承擔責任，但應受該法的所有其他條款約束（但請參閱註釋）。

Explanatory Note: This statement on Schedule 13D amends the Schedule 13D of Tether Holdings Limited, a British Virgin Islands business company, Tether Investments Limited, a British Virgin Islands business company, Ludovicus Jan Van der Velde and Giancarlo Devasini that was originally filed with the Securities and Exchange Commission on August 16, 2024, as amended by Amendment No. 1 filed on September 9, 2024, Amendment No. 2 filed on September 20, 2024 and Amendment No. 3 filed on September 30, 2024 (as amended, the “Schedule 13D”) with respect to the Common Shares, par value $1.50 per share (“Common Shares”) of Adecoagro S.A., a société anonyme under the laws of the Grand Duchy of Luxembourg (the “Issuer”). This amendment to the Schedule 13D is being filed by Tether Holdings Limited, a British Virgin Islands business company, Tether Investments Limited, a British Virgin Islands business company, and Giancarlo Devasini (collectively, the “Reporting Persons”) and constitutes Amendment No. 4 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

Item 2. Identity and Background

See the Schedule 13D, as amended, for historical information. Item 2 of Schedule 13D is amended and supplemented as follows:

Certain information regarding Tether Holdings Limited, Tether Investments Limited and their respective executive officers and directors is set forth on Schedule A attached hereto.

Item 3. Source and Amount of Funds or Other Consideration

See the Schedule 13D, as amended, for historical information. Item 3 is amended and supplemented as follows:

Tether Investments Limited used cash from its own working capital to make the purchases of Common Shares listed on Schedule B hereto.

Item 5. Interest in Securities of Issuer

Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:

(a) The Reporting Persons beneficially own an aggregate of 16,799,590 shares of the Issuer’s Common Shares, representing 16.4% of the outstanding Common Shares.

(b) Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 16,799,590 shares. This percentage is calculated based upon 102,461,382 Common Shares outstanding as of June 30, 2024 as set forth in the Issuer's Form 6-K filed with the Securities and Exchange Commission on August 12, 2024.

(c) Schedule B sets forth the transactions in the Common Shares effected by the Reporting Persons during the past 60 days.

(d) None.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits

1.          Agreement of filing persons relating to filing of joint statement per Rule 13d-1(k).

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.

Schedule A

Executive Officers and Directors

The following sets forth the name, country of citizenship, position and principal occupation of each executive officer and member of the board of directors of Tether Holdings Limited and Tether Investments Limited. Except as indicated below, none of the persons listed below has been convicted of a crime (other than traffic violations or similar misdemeanors) or been subject to proceedings pertaining to violations of securities laws within the past 5 years.

Executive Officers and Directors of Tether Holdings Limited:

Executive Officers and Directors of Tether Investments Limited:

In October 2021, the U.S. Commodity Futures Trading Commission (CFTC) instituted and settled regulatory proceedings against Tether Holdings Limited, Tether Limited, Tether Operations Limited, and Tether International Limited (collectively, “Tether”) by way of an order accepting Tether’s payment of a civil monetary penalty of $41 million without admitting or denying any of the CFTC’s findings or conclusions. The order settled CFTC allegations that, from June 2016 to February 2019, Tether made untrue or misleading statements and omissions of material fact or omitted to state material facts necessary to make statements made not true or misleading in connection with, among other things, whether USDT was fully backed by U.S. Dollars held in bank accounts in Tether’s name.

In February 2021, the Office of the Attorney General of the State of New York (NYAG) entered into an agreement with Tether and several Bitfinex (a group of companies with which Tether is affiliated) companies to settle a 2019 proceeding brought by NYAG seeking an injunction related to, among other things, the transfer of certain funds by and among Bitfinex and Tether. Without admitting or denying NYAG’s findings, Bitfinex and Tether agreed to settle the NYAG proceeding by paying $18.5 million in penalties to the State of New York. The agreement further required Bitfinex and Tether to discontinue any trading activity with New York persons or entities and to submit to mandatory reporting on certain business functions.

Schedule B

The following table lists all transactions completed by the Reporting Persons in the Common Shares since August 19, 2024, which were all completed through open market purchases.

Tether Investments Limited:

EXHIBIT 1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment to Schedule 13D, including further amendments thereto, with respect to the common shares, par value $1.50 per share, of Adecoagro S.A. and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the persons named below have executed this Joint Filing Agreement as of the date set forth below.