FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Parsec Acquisitions Sponsor, LLC
2. Issuer Name and Ticker or Trading Symbol

Parsec Capital Acquisitions Corp. [ PCXCU ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

320 W. MAIN STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

12/14/2021
(Street)

LEWISVILLE,, TX 75057
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants (1)$11.50 12/14/2021  S     3593748   (2) (3)Class A common stock, par value $0.0001 per share 3593748  (1)775002 D  
Class B common stock, par value $0.0001 per share (1) (4)12/14/2021  S     1656249   (4) (4)Class A common stock, par value $0.0001 per share 1656249  (1)250001 D  

Explanation of Responses:
(1) The Reporting Person distributed shares of the Issuer to members of Parsec Acquisitions Sponsor, LLC.
(2) The warrants will become exercisable on the later of (i) October 5, 2022, which is one year after the date that the registration statement was declared effective by the SEC; and (ii) the 30 days after the consummation by the Issuer of a business combination.
(3) The warrants expire at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Issuer completes its business combination, (y) the liquidation of the Issuer in accordance with the Issuer's amended and restated certificate of incorporation, as amended and/or restated from time to time, if the Issuer fails to complete a business combination, or (z) the redemption date (as defined the Private Placement Warrant Purchase Agreement).
(4) As described in the issuer's registration statement on Form S-1 (File No. 333-257766) under the heading "Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Parsec Acquisitions Sponsor, LLC
320 W. MAIN STREET
LEWISVILLE,, TX 75057

X


Signatures
/s/ Parsec Acquisitions Sponsor, LLC, /s/ Patricia Trompeter, Managing Member12/15/2021
**Signature of Reporting PersonDate

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