美国
证券交易委员会
华盛顿特区 20549

第13D/A号报告

根据1934年证券交易法
（修正案第3号）*

adecoagro公司

(发行者名称)

普通股，面值$1.50 每股

(证券类别的标题)

L00849106

(CUSIP编号)

泰达币控股有限公司

c/o SHRm Trustees

三位一体大厦

托尔托拉，路城

英属维尔京群岛，VG1110

+443333355842

抄送至：

丹尼尔·伍德德

麦克德莫特、威尔和艾默里律师事务所

万维德大道一号

纽约，纽约 10017

(212) 547-5400

（接收通知和通讯的授权人姓名、地址和电话号码）

2024年9月26日

(需要提交本声明的事件日期)

如果申报人之前在Schedule 13G上提交了声明，以报告本Schedule 13D所涉的收购，并且由于规则13d-1(e)、13d-1(f)或13d-1(g)而提交本Schedule，请勾选以下框¨

备注以纸质格式提交的Schedule应包括一份签名的原件和五份副本，包括所有附件。请参见§240.13d-7了解需要发送副本的其他方。

*本封面页面的其余部分应填写报告人针对该类证券的初次提交表格，以及对于任何后续修订中包含会改变之前封面所提供的披露信息的信息。

此封面页其余部分所需的信息不应视为“已提交” 根据1934年证券交易法第18节（“法案”）的目的，或其他方面 受该法案该节的责任，但应受法案的所有其他条款的约束（不过，请参见注释）。

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 and Amendment No. 2 filed on September 20, 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. 3 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 15,048,249 shares of the Issuer’s Common Shares, representing 14.7% of the outstanding Common Shares.

(b) Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 15,048,249 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 1, 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.