UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~ 8February 17, ~~2022~~2023

FTAC PARNASSUS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40203		85-4366403
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2929 Arch Street, Suite 1703

Philadelphia, PA

19104

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant	FTPAU	NASDAQ Capital Market
Class A common stock, par value $0.0001 per share	FTPA	NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock	FTPAW	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Securities ~~1.01.~~registered ~~Entry~~pursuant ~~into~~to aSection ~~Material~~12(b) ~~Definitive~~of ~~Agreement.~~the Act:

On September 8, 2022, FTAC Parnassus Acquisition Corp. (“we,” “us” or the “Company”) issued a promissory note (the “Promissory Note”) to FTAC Parnassus Sponsor, LLC (the “Lender”), one of the Company’s sponsors. Pursuant to the Promissory Note, the Lender agreed to loan us up to an aggregate principal amount of $1,500,000. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the date on which we consummate a business combination (the “Maturity Date”). If we do not consummate a business combination, we may use a portion of any funds held outside the trust account into which we have placed the proceeds of our initial public offering (the “IPO”) to repay the Promissory Note; however, no proceeds from the trust account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the unpaid amounts would be forgiven. No portion of the amounts outstanding under the Promissory Note may be converted into units at a price of $10.00 per unit, which would have been permissible as described in the prospectus filed in connection with the IPO. On September 8, 2022, we borrowed $150,000 under the Promissory Note.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant	FTPAU	NASDAQ Capital Market
Class A common stock, par value $0.0001 per share	FTPA	NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock	FTPAW	NASDAQ Capital Market

Item 28.0301. ~~Creation~~Other ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Events.

~~See~~On February 17, 2023, FTAC Parnassus Acquisition Corp. (the ~~information~~“Company”) ~~set~~issued ~~forth~~a inpress ~~Item~~release ~~1.01~~announcing that it will redeem all of its outstanding shares of Class A common stock that were included in the units issued in its initial public offering, effective as of ~~this~~the ~~Current~~close ~~Report~~of business on ~~Form~~March ~~8-K~~16, ~~which~~2023, as the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
10.1		Promissory Note dated September 8, 2022 made by FTAC Parnassus Acquisition Corp. to the order of FTAC Parnassus Sponsor, LLC.
99.1		Press release dated February 17, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 8, 2022	FTAC PARNASSUS ACQUISITION CORP.
Dated: February 17, 2023	FTAC PARNASSUS ACQUISITION CORP.
	By:	/s/ Ryan M. Gilbert
	Name:	Ryan M. Gilbert
	Title:	President and Chief Executive Officer

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