Exhibit
10.12 


 


SUBSCRIPTION
AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [DATE], by and between Angkasa-X Holdings Corp.,
a British Virgin Islands business company (the “Company”), having its principal place of business at [ADDRESS],
and the undersigned (the “Purchaser”). The Purchaser, together with the Company shall be referred to as the
“Parties”.


 


WHEREAS,
the Company desires to sell on a private placement basis (the “Offering”) an aggregate of [NUMBER OF SHARE]
shares of common stock par value $0.0001 per share of the Company (the “Common Stock”).


 


WHEREAS,
the Purchaser desires to purchase the Common Stock and the Company wishes to accept such subscription.


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:


 


1.
Agreement to Subscribe


 


1.1.
Securities Sale and Purchase. For the aggregate sum of [PRICE] (the “Purchase Price”), upon the terms
and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees
to sell to the Purchaser, on the Closing Date (as defined in Section 1.2) [NUMBER OF SHARE] shares of Common Stock of the Company (the
“Shares” or the “Securities”) at a price of $0.0001 per Common Stock.


 


1.2.
Closing. At the closing, the Company will deliver to the Purchaser the Shares and the Purchase Price shall be paid by the Purchaser
via wire transfer of immediately available funds to an account designated by the Company. The closing shall be held on such date as the
parties may agree upon (the “Closing” and the “Closing Date”) at the offices of [ADDRESS] at 10:00 a.m.,
or at such other location or by such other means upon which the parties may agree; provided, that all of the conditions set forth in
Section 1.2 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith.


 


2.
Representations and Warranties of the Purchaser


 


The
Purchaser represents and warrants to the Company that:


 


2.1.
No Government Recommendation or Approval. It understands that no United States federal or state agency or similar agency of any
other country has passed upon or made any recommendation or endorsement of the Company, the Offerings, the Shares or the Common Stocks.


 


2.2.
Organization. It is a company, validly existing and in good standing under the laws of the British Virgin Islands and possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.3.
Private Offering. It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”) or it is not a “U.S. Person” as defined
in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. It acknowledges that the sale contemplated
hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section
501(a) of Regulation D under the Securities Act and similar exemptions under state law or a non-U.S. Person under Regulation S.


 


2.4.
Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement
enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in equity).


 




    	 



    	 



    

 


2.5.
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Purchaser’s organizational documents, (ii)
any agreement, indenture or instrument to which the Purchaser is a party or (iii) any law, statute, rule or regulation to which the Purchaser
is subject, or any agreement, order, judgment or decree to which the Purchaser is subject.


 


2.6.
No Legal Advice from Company. It acknowledges it has had the opportunity to review this Agreement and the transactions contemplated
by this Agreement and the other agreements entered into between the parties hereto with its own legal counsel and investment and tax
advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered into between
the parties hereto, it is relying solely on such counsel and advisors and not on any statements or representations of the Company or
any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated
by this Agreement or the securities laws of any jurisdiction.


 


2.7.
Access to Information; Independent Investigation. Prior to the execution of this Agreement, it has had the opportunity to ask
questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances,
operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all
information so obtained. In determining whether to make this investment, it has relied solely on its own knowledge and understanding
of the Company and its business based upon its own due diligence investigation and the information furnished pursuant to this paragraph.
It understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant
to this Section 2 and it has not relied on any other representations or information in making its investment decision, whether written
or oral, relating to the Company, its operations and/or its prospects.


 


2.8.
Reliance on Representations and Warranties. It understands the Shares are being offered and sold to it in reliance on exemptions
from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states,
and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings
of the Purchaser set forth in this Agreement in order to determine the applicability of such provisions.


 


2.9.
No Advertisements. It is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or
other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any
seminar or meeting.


 


2.10.
Legend. It acknowledges and agrees the Shares shall bear a restrictive legend (the “Legend”), in form
and substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge or transfer of the securities, except (i) pursuant
to an effective registration statement covering these securities under the Securities Act or (ii) pursuant to any other exemptions from
the registration requirements under the Securities Act and such laws which, in the opinion of counsel for the Company, is available.


 


2.11.
Experience, Financial Capability and Suitability. It is (i) sophisticated in financial matters and is able to evaluate the risks
and benefits of the investment in the Securities and (ii) able to bear the economic risk of this investment in the Securities for an
indefinite period of time because the Securities have not been registered under the Securities Act and therefore cannot be sold unless
subsequently registered under the Securities Act or an exemption from such registration is available. It has substantial experience in
evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits
and risks of its investment in the Company and has the capacity to protect its own interests.


 


2.12.
Investment Purposes. It is purchasing the Securities solely for investment purposes, for its own account and not for the account
or benefit of any other person, and not with a view towards the distribution or dissemination thereof and it has no present arrangement
to sell the interest in the Securities to or through any person or entity.


 




    	 



    	 



    

 


2.13.
Restrictions on Transfer. It acknowledges and understands the Shares are being offered in a transaction not involving a public
offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities
Act, and, if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered,
resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B)
pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”),
if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each
case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer of its
Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required to deliver
to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption from registration,
it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company, Rule 144 may not be
available to it for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination
(defined below) of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual
transfer restrictions.


 


3.
Representations and Warranties of the Company


 


The
Company represents and warrants to the Purchaser that:


 


3.1.
Valid Issuance of Share Capital. The total number of all classes of share capital which the Company has authority to issue is
100,000,000,000 Shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and
non-assessable.


 


3.2.
Organization and Qualification. The Company has been duly incorporated and is validly existing as a British Virgin Islands business
company and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.


 


3.3.
Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of
this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary
corporate action and no further consent or authorization of the Company or its Board of Directors or shareholders is required, and (iii)
this Agreement constitutes, and upon the execution and delivery thereof will constitute, valid and binding obligations of the Company
enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement
of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity
and contribution may be limited by federal and state securities laws or principles of public policy.


 


3.4.
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company’s Memorandum and Articles of Association, (ii) conflict with,
or constitute a default under any agreement, indenture or instrument to which the Company is a party or (iii) conflict with any law statute,
rule or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other
than any federal, state or foreign securities filings which may be required to be made by the Company subsequent to the Closing, and
any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or
regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency
or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Ordinary Shares in accordance
with the terms hereof.


 


4.
Legends


 


4.1.
Legend. The Company will issue the Shares, and when issued, the Shares, purchased by the Purchaser, in the name of the Purchaser.
The Securities will bear the following Legend and appropriate “stop transfer” instructions:


 


“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION S UNDER THE SECURITIES ACT, (D)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE SECURITIES ACT.


 




    	 



    	 



    

 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN ANGKASA-X HOLDINGS CORP. AND [PURCHASER] AND MAY ONLY
BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH THEREIN.”


 


4.2.
Purchaser’s Compliance. Nothing in this Section 4 shall affect in any way the Purchaser’s obligations and agreements
to comply with all applicable securities laws upon resale of the Securities.


 


4.3.
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities,
if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement
filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.


 


5.
Securities Laws Restrictions


 


The
Purchaser agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto
(a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the
Securities proposed to be transferred shall then be effective or (b) the Company shall have received an opinion from counsel reasonably
satisfactory to the Company, that such registration is not required because such transaction complies with the Securities Act and the
rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.


 


6.
Rescission Right Waiver and Indemnification


 


6.1.
Rescission Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities
Act requires there be no general solicitation of purchasers of the Shares. In this regard, if the Offering were deemed to be a general
solicitation with respect to the Shares, the offer and sale of such Shares may not be exempt from registration and, if not, the Purchaser
may have a right to rescind its purchase of the Shares. In order to facilitate the completion of the Offering and in order to protect
the Company and its shareholders from claims that may adversely affect the Company or the interests of its shareholders, the Purchaser
hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration,
as the case may be, to seek rescission of its purchase of the Shares as a result of the issuance of the Shares being deemed to be in
violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being made in order to induce the
Company to sell the Shares to the Purchaser. The Purchaser agrees the foregoing waiver of rescission rights shall apply to any and all
known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related
losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection
therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred
in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future
actual or asserted right to rescind the purchase of the Shares hereunder or relating to the purchase of the Shares and the transactions
contemplated hereby.


 


6.2.
Section 6 Waiver. The Purchaser agrees that to the extent any waiver of rights under this Section 6 is ineffective as a matter
of law, the Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification
or bar that applies to a legal right. The Purchaser acknowledges the receipt and sufficiency of consideration received from the Company
hereunder in this regard.


 


7.
Terms of the Share


 


The
Shares shall be substantially identical to the Shares offered in the IPO, except the Shares: (i) will be subject to the transfer restrictions
described herein, and (ii) are being purchased pursuant to an exemption from the registration requirements of the Securities Act and
will become freely tradable only after certain conditions are met or the resale of the Shares is registered under the Securities Act.


 




    	 



    	 



    

 


8.
Governing Law; Jurisdiction; Waiver of Jury Trial


 


This
Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands for agreements made and to be
wholly performed within such territory. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant
to this Agreement and the transactions contemplated hereby.


 


9.
Assignment; Entire Agreement; Amendment


 


9.1.
Assignment. Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the
Purchaser, without the prior consent of the Company, to one or more persons agreeing to be bound by the terms hereof. Upon such assignment
by a Purchaser, the assignee(s) shall become Purchaser hereunder and have the rights and obligations provided for herein to the extent
of such assignment.


 


9.2.
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter
hereof and supersedes any and all prior discussions, agreements and understandings of any and every nature.


 


9.3.
Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought.


 


9.4.
Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and permitted assigns.


 


10.
Notices; Indemnity


 


10.1
Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving
party’s address set forth herein or to such other address as a party may designate by notice hereunder, and shall be either (a)
delivered by hand, (b) sent by overnight courier, or (c) sent by certified mail, return receipt requested, postage prepaid. All notices,
requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery
thereof to the receiving party at the address of such party set forth above, (ii) if sent by overnight courier, on the next business
day following the day such notice is delivered to the courier service, or (iii) if sent by certified mail, on the fifth business day
following the day such mailing is made.


 


10.2
Indemnification. Except as set forth in Section 6, each party shall indemnify the other party against any loss, cost or damages
(including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty,
covenant or agreement set forth in this Agreement.


 


11.
Counterparts


 


This
Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other
form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such signature page were an original thereof.


 


12.
Survival; Severability


 


12.1.
Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing until one
(1) year following the consummation of an initial Business Combination.


 


12.2.
Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to
be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that
no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.


 




    	 



    	 



    

 


13.
Headings


 


The
titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.


 


14.
Construction


 


The
parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof
will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will
be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar
import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend
that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached
any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached
will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	COMPANY:	ANGKASA-X HOLDINGS CORP
	 	 	                                    
	 	By:	 
	 	Name:	Seah Kok Wah
	 	Title:	Chief Executive Officer, Director
	 	 	 
	PURCHASER: 	 
	 	[Purchaser NAME]
	 	NRIC or Passport number:
	 	 
	 	Purchase Price:
	 	Number of Shares:
	 	 	 
	 	Address:
	 	OMC Chambers
	 	Wickhams Cay 1,
	 	Road Town, Tortola, 
	 	British Virgin Islands
	 	 
	 	Email and telephone:
	 	Sseah2005@gmail.com
	 	+60123361933