As filed with the Securities and Exchange Commission on July 28, 2016

Registration Number 333-211626

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SQN Asset Income Fund V, L.P.

(Exact name of registrant as specified in its charter)

100 Arboretum Drive, Suite 105

Newington, New Hampshire 03801

(603) 294-1420

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Michael C. Ponticello

Michael Miroshnikov

SQN Investment Advisors, LLC

100 Arboretum Drive, Suite 105

Newington, New Hampshire 03801

(603) 294-1420

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

With a Copy to:

John T. Bradley, Esq.

Rushika Kumararatne de Silva, Esq.

Troutman Sanders LLP

5 Park Plaza, Suite 1400

Irvine, California 92614
(949) 622-2700 / (949) 622-2739 (fax)

Approximate date of commencement of proposed offering to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

* The Registrant previously paid the registration fee in connection with a prior filing of this Registration Statement. 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 2 is to file Exhibits 1.1, 1.2 and 10.1 to the Registration Statement on Form S-1 (File No. 333-211626) initially filed with the Securities and Exchange Commission on May 26, 2016. Accordingly, this Amendment No. 2 consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, the exhibit index and the filed exhibits. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits:

(b) Financial Statement Schedules

SQN AIF V GP, LLC.

See Index to Financial Statements at page F-1 of the prospectus included in Part I of the registration statement.

SQN Asset Income Fund V, L.P.

See Index to Financial Statements at page F-1 of the prospectus included in Part I of the registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on July 28, 2016 .

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities for the general partner and on the dates indicated below.

INDEX TO EXHIBITS