As filed with the Securities and Exchange Commission on September 3, 2025.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

ABRDN JAPAN EQUITY FUND, INC.

(Name of Subject Company (issuer))

ABRDN JAPAN EQUITY FUND, INC.

(Name of Filing Person (offeror))

COMMON STOCK,

$0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

00306J109

(CUSIP Number of Class of Securities)

Lucia Sitar, Esq.

abrdn Japan Equity Fund, Inc.

c/o abrdn Inc.

1900 Market Street, Suite 200

Philadelphia, Pennsylvania 19103

Telephone: (215) 405-5773

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

Copy to:

Thomas C. Bogle, Esq.

William J. Bielefeld, Esq.

Dechert LLP

1900 K Street N.W.

Washington D.C. 20006

¨ Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

¨ third party tender offer subject to Rule 14d-1

x issuer tender offer subject to Rule 13e-4

¨ going-private transaction subject to Rule 13e-3

¨ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

Introductory Statement

This Amendment No. 2 hereby amends and supplements the Issuer Tender Offer Statement on Schedule TO initially filed by abrdn Japan Equity Fund, Inc., a Maryland corporation (the “Fund”), with the Securities and Exchange Commission (the “Commission”) on August 1, 2025 (as amended on August 22, 2025 and as further amended hereby, the “Schedule TO”) in order to update Item 12 to add exhibit (a)(8), a copy of the press release issued by the Fund dated September 3, 2025 announcing the preliminary results of the offer.

Except as amended herein, the information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1 through 11 of Schedule TO.

¹  Incorporated by reference to the Fund’s Schedule TO-I, as filed with the Commission on August 1, 2025.

²  Incorporated by reference to the Fund’s Schedule TO-I, as filed with the Commission on August 22, 2025.

³  Filed herewith.

SIGNATURE

After due 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.

EXHIBIT INDEX

EXHIBIT

Exhibit (a)(8)

Press Release

FOR IMMEDIATE RELEASE

For More Information Contact:

Aberdeen Investments U.S. Closed-End Funds 

Investor Relations 

1-800-522-5465 

Investor.Relations@aberdeenplc.com

ABRDN JAPAN EQUITY FUND, INC. (JEQ) ANNOUNCES EXPIRATION AND PRELIMINARY RESULTS OF CASH TENDER OFFER

(Philadelphia, September 3, 2025) – abrdn Japan Equity Fund, Inc. (NYSE: JEQ), a diversified closed-end fund, announces today the preliminary results of its cash tender for up to 7,072,985 shares, representing approximately 50% of the Fund’s outstanding shares. The offer expired at 5:00 p.m. New York City time on September 2, 2025.

Based on current information, approximately 10,781,895 shares of common stock or 76.2% of the Fund’s outstanding stock were tendered through the expiration date. This number is subject to adjustment and should not be regarded as final. Because the tender offer was oversubscribed, the number of shares that will be purchased by the Fund will be pro-rated based on the number of shares properly tendered by each shareholder. No more than a total of 7,072,985 properly tendered shares will be accepted for payment at a price per share equal to 98% of the Fund’s net asset value per share (“NAV”) as of the close of regular trading on the NYSE on September 3, 2025. The final number of shares validly tendered and accepted pursuant to the tender offer will be announced at a later date.

Important Information

The Fund’s daily NYSE closing price and NAV, as well as other information, including updated portfolio statistics and performance are available at https://www.aberdeeninvestments.com/en-us/investor/funds/view-all-funds/ or by calling the Fund’s Investor Services at 1-800-522-5465.

abrdn Inc. has prepared this report based on information sources believed to be accurate and reliable. However, neither the Fund, abrdn Asia Limited (the Investment Manager), nor any other person guarantees their accuracy. Investors should seek their own professional advice and should consider the investment objectives, risks, charges and expenses before acting on this information.

In the United States, Aberdeen Investments is the marketing name for the following affiliated, registered investment advisers: abrdn Inc., abrdn Investments Limited, and abrdn Asia Limited.

Closed-end funds are traded on the secondary market through one of the stock exchanges. A Fund’s investment return and principal value will fluctuate so that an investor’s shares may be worth more or less than the original cost. Shares of closed-end funds may trade above (a premium) or below (a discount) the NAV of the fund’s portfolio. There is no assurance that a Fund will achieve its investment objective. Past performance does not guarantee future results.

Closed-End Funds | Aberdeen

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