Exhibit 4.2


 


	NUMBER _____ 	 ______________ SHARES
	 	 
	SEE REVERSE FOR  CERTAIN DEFINITIONS	 
	CUSIP 30319B 108
	 	 	 	 


FTAC PARNASSUS ACQUISITION CORP.


A DELAWARE CORPORATION


CLASS A COMMON STOCK


	 	 	 
	This Certifies that	 	 
	 	 	 
	is the owner of	 	 


 


FULLY PAID AND NON-ASSESSABLE SHARES OF
CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE EACH, OF


 


FTAC PARNASSUS ACQUISITION CORP.


(THE “CORPORATION”)


 


transferable on the books of the Corporation
in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The Corporation must redeem all of its
shares of Class A common stock and liquidate if it is unable to complete an initial business combination within 24 months from
the date of the completion of the Corporation’s initial public offering (excluding any overallotment exercise), as more
fully described in the Corporation’s final prospectus relating to the initial public offering of its Class A common stock
as a part of the units being offered by it dated          , 2021.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Corporation.


 


Witness the facsimile signatures of its
duly authorized officers.


 


	 	 	
         
	 	 
	President	 	 	 	Secretary


 


Transfer Agent:


	 	 	 
	Name:

Title:	 	 


 







     


     


    

 


FTAC PARNASSUS ACQUISITION CORP.


 


The Corporation will furnish without charge
to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special
rights of each class of shares or series thereof of the Corporation and the qualifications, limitations, or restrictions of such
preferences and/or rights. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions
of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue
of securities (copies of which may be obtained from the secretary of the Corporation), to all of which the holder(s) of this certificate
by acceptance hereof assent(s).


 


The following abbreviations, when used
in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	TEN COM	 	—	 	as tenants in common	 	UNIF GIFT MIN ACT —	 	 	 	Custodian	 	 


 


	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	(Cust)	 	 	 	(Minor)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	JT TEN	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	
        Under Uniform

        Gifts to Minors






	 	 	 	 	 	Act 	 
	 	 	 	 	 	 	(State)


 


Additional abbreviations may also be used though not in the
above list.


 


For value received, ________________________ hereby
sell(s), assign(s) and transfer(s) unto


 


	 
	(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
	 
	 
	(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
	 
	
         

         

	 
	 ______________________ Shares of the capital stock represented by the within Certificate, and do(es) hereby irrevocably constitute(s) and appoint(s) __________________________ attorney to transfer the said shares on the books of the within named Corporation with full power of substitution in the premises
	 
	Dated:
	 
	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	
         

        Signature(s) Guaranteed By:



 







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THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


As more fully described in the Corporation’s
final prospectus dated         , 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of funds from
the trust account referred to therein only in the event that (a) the Corporation redeems the shares of Class A Common Stock sold
in its initial public offering because it does not acquire, engage in a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Corporation and one or more businesses (a “Business
Combination”) within 24 months from the date of the completion of the Corporation’s initial public offering
(excluding any overallotment exercise), or (b) the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class
A Common Stock sold in the Corporation’s initial public offering (“Public Shares”) in connection
with (i) a tender offer (or proxy, solely in the event the Corporation is required to seek stockholder approval of the proposed
Business Combination) setting forth the details of a proposed Business Combination or (ii) the Corporation seeking stockholder
approval of an amendment to its Certificate of Incorporation to modify the timing or substance of its obligation to repurchase
100% of Public Shares if the Corporation does not complete an initial Business Combination within the 24 month timeframe.  In
no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.


 


 


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