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CORRESP
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CORRESP

 April 23, 2020

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Attn:
 Mr. Howard Efron

Ms. Jennifer Monick

Mr. Ruairi Regan

Re:
 APi Group Corporation

Amendment No. 1 to Registration Statement on Form S-4

Filed April 20, 2020

 File No. 333-237553

 Ladies and Gentlemen:

Based on the discussion with the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) regarding APi Group Corporation’s (the “Company”) Amendment No. 1 to its Registration Statement on Form S-4 (the “Registration
Statement”), filed with the Commission on April 20, 2020, please find enclosed changed pages, both clean and marked, to the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the
Registration Statement. Assuming you agree the changes are responsive to your most recent comment, the Company intends to include these changes in Amendment No. 2 to the Registration Statement which it expects to file on Friday, April 24,
2020. The Company is supplementally providing the information in this letter to the Staff in order to assist the Staff in its review.

 If
you have any questions, please feel free to contact either Donn Beloff at (954) 768-8283 or me at (954) 768-8210.

Very truly yours,

GREENBERG TRAURIG, P.A.

 /s/ Flora R. Perez

Flora R. Perez

cc:
 Russell Becker, Chief Executive Officer, APi Group Corporation

Thomas Lydon, Chief Financial Officer, APi Group Corporation

Greenberg Traurig, P.A. | Attorneys at Law

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Olas Boulevard | Suite 2000 | Ft. Lauderdale, Florida 33301 | T +1 954.765.0500 | F +1 954.765.1477

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www.gtlaw.com

 APG MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of APG’s financial condition and results of operations for the years ended December 31, 2019, 2018
and 2017 which for 2019, includes the results of operations for APi Group for the period following the APi Acquisition (October 1, 2019 through December 31, 2019). This discussion should be read in conjunction with “Prospectus
Summary—Summary Consolidated Financial Information,” “Selected Consolidated Financial Information” and APG’s historical audited consolidated financial statements included elsewhere in this prospectus.

We have also included a discussion of the results of operations and financial condition of APi Group for the nine months ended
September 30, 2019 and the twelve months ended December 31, 2018 and 2017. This discussion should be read in conjunction with “Prospectus Summary—Summary Consolidated Financial Information,” “Selected Consolidated
Financial Information” and APi Group’s historical audited consolidated financial statements included elsewhere in this prospectus.

Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with
respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors”
section of this prospectus, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

 We were incorporated with
limited liability under the laws of the British Virgin Islands under the BVI Companies Act on September 18, 2017 under the name J2 Acquisition Limited. We were formed for the purpose of acquiring a target company or business. On
October 10, 2017, we raised gross proceeds of approximately $1.25 billion in connection with our initial public offering in the United Kingdom and our ordinary shares and warrants were listed on the London Stock Exchange (LSE).

On October 1, 2019, we completed our acquisition of APi Group and changed our name to APi Group Corporation in connection with the APi
Acquisition. With over 90 years of history and more than 40 businesses operating from over 200 locations, APi Group is a market leading provider of commercial safety services, specialty services and industrial services operating primarily in the
United States, as well as in Canada and the United Kingdom with approximately $3.1 billion of net revenue of the Predecessor for the Predecessor 2019 Period and $985 million of net revenue of the Successor for the Successor 2019 Period.
APi Group provides a variety of specialty contracting services, including engineering and design, fabrication, installation, inspection, maintenance, service and repair, and retrofitting and upgrading. We offer comprehensive and diverse solutions on
a broad geographic scale. We have a strong base of diverse, long-standing customer relationships in each of the industries we serve. We also have an experienced management team and a strong leadership development culture.

We operate our business under three primary operating segments which are also our reportable segments:

•
 Safety Services – A leading provider of safety services in North America, focusing on end-to-end integrated occupancy systems (fire protection solutions, HVAC and entry systems), including design, installation, inspection and service of these integrated
systems. This segment also provides mission critical services, including life safety, emergency communication systems and specialized mechanical services. The work performed within this segment spans across industries and facilities and includes
commercial, industrial, residential, medical and special-hazard settings.

•
 Specialty Services – A leading provider of diversified, single-source infrastructure
and specialty contractor solutions, focusing on infrastructure services and specialized industrial plant solutions, including maintenance and repair of water, sewer and telecom infrastructure. The customers in this segment vary from public and
private utility, communications, industrial plants and governmental agencies throughout the United States.

•
 Industrial Services – A leading provider of a variety of specialty contracting services
to the energy industry focused on transmission and distribution. This segment’s services include oil and gas pipeline infrastructure, access and road construction, supporting facilities, and performing ongoing integrity management and
maintenance.

 We focus on recurring revenue and repeat business from our diversified long-standing customers across a
variety of end markets, which provides us with stable cash flows and a platform for organic growth. Maintenance and service revenues are predictable through contractual arrangements with typical terms ranging from days to three years, with the
majority having durations of less than six months, and are often recurring due to consistent renewal rates and long-standing customer relationships.

We intend to domesticate into Delaware from the British Virgin Islands. In connection with the Domestication, we intend to list our common
stock on the NYSE. It is currently anticipated that the listing of our ordinary shares and warrants on the LSE will be cancelled at or around the time the listing on the NYSE is achieved. Our listing on the LSE will remain suspended until such
cancellation takes effect.

 Prior to the APi Acquisition, we had no revenue or other operations other than the active solicitation of a
target business with which to complete a business combination. We generated small amounts of non-operating income in the form of unrealized and realized gains on marketable securities and interest income on
cash and cash equivalents. During that time, we had losses as a result of administrative costs and diligence costs related to actively soliciting target businesses, including transaction, financing and diligence costs related to the APi Acquisition
and the Credit Facilities (as discussed below). We relied upon the proceeds from the initial public offering to fund our limited acquisition-related operations prior to the closing of the APi Acquisition.

Credit Facilities

 In connection
with the closing of the APi Acquisition, on October 1, 2019, we entered into a Credit Agreement by and among APi Group DE, Inc., our wholly-owned subsidiary, as borrower (the “Borrower”), APG, as a guarantor, the subsidiary guarantors
from time to time party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent and as collateral agent (the “Credit Agreement”), pursuant to which we incurred a $1.2 billion seven-year senior
secured term loan (the “Term Loan”) under the senior secured term loan facility (the “Term Loan Facility”), which was used to fund a part of the cash portion of the purchase price in the APi Acquisition. The Credit Agreement also
provides for a $300 million five-year senior secured revolving credit facility (the “Revolving Credit Facility,” and together with the Term Loan Facility, the “Credit Facilities”). See “Liquidity and Capital
Resources—Credit Facilities” for more information regarding the Credit Facilities.

 Initial Public Offering and Warrant Financing

 In connection with the initial public offering on October 10, 2017, we issued 121,000,000 of our ordinary shares, no par
value, for gross proceeds of $1.21 billion. In addition, on October 10, 2017, we issued an aggregate of 32,500 ordinary shares to our non-founder directors for $10.00 per share in lieu of their first
year cash director fees. Each APG ordinary share has voting rights and winding-up rights.

 In
connection with the October 10, 2017 initial public offering and listing on the LSE, Mariposa Acquisition IV, LLC (the “Founder Entity”) purchased 4,000,000 preferred shares, no par value, for $40 million (the “Founder
Preferred Shares”). Beginning in 2019, if the average stock price of our ordinary shares exceeds $11.50 per share for any ten (10) consecutive trading days of the calendar year, the holder of Founder Preferred Shares will receive a
dividend in the form of APG ordinary

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 shares or cash, at our sole option (which we intend to settle in shares). The first annual dividend amount
will be equal to 20% of the appreciation, if any, of the average market price per share of APG ordinary shares for the last ten (10) trading days of the calendar year (the “Dividend Price”) over the Company’s initial offering
price of $10.00 per share, multiplied by 141,194,638 shares (the “Annual Dividend Amount”). In subsequent years, the Annual Dividend Amount will be calculated based on the appreciated stock price compared to the highest Dividend Price
previously used in calculating the Annual Dividend Amount. In the event the Company is liquidated, an Annual Dividend Amount shall be payable for the shortened Dividend Year. Subsequent to the liquidation, the holders of Founder Preferred Shares
shall have the right to a pro rata share (together with holders of the ordinary shares) in the distribution of the surplus assets of the Company. Dividends are paid for the term the Founder Preferred Shares are outstanding. The Founder Preferred
Shares will be automatically converted into APG ordinary shares on a one-for-one basis upon the last day of the seventh full financial year following the APi
Acquisition, being December 31, 2026. Each Founder Preferred Share is convertible into one APG ordinary share at the option of the holder and votes with the APG ordinary shares as a single class.

Each of the 4,000,000 Founder Preferred Shares, 121,000,000 APG ordinary shares issued in connection with the initial public offering and the
32,500 APG ordinary shares issued to the non-founder directors, was issued with an APG warrant (125,032,500 warrants in aggregate), entitling the holder of each APG warrant to purchase 1/3 of an APG ordinary
share with a strike price of $11.50 per whole APG ordinary share. Each APG warrant is exercisable until three (3) years from the date of the APi Acquisition, unless mandatorily redeemed by us. The APG warrants are mandatorily redeemable by us
at a price of $0.01 per warrant should the average market price of an APG ordinary share exceed $18.00 for ten (10) consecutive trading days. On October 1, 2019, we completed the Warrant Financing, in which an aggregate of 60,486,423
warrants were exercised at a reduced exercise price of $10.25 for an aggregate of 20,162,141 ordinary shares. As of December 31, 2019, there were 64,546,077 warrants outstanding exercisable for approximately 21,515,359 ordinary shares. See Note
17 – “Shareholders’ Equity” to the consolidated financial statements.

 Certain Factors and Trends Affecting APG’s Results of
Operations

 Summary of Principal Acquisitions

Predecessor 2018

 APi
Group completed the following principal acquisitions in 2018:

•
 In February 2018, APi Group acquired a Minnesota-based specialty services provider with annual revenues of
approximately $295 million for cash consideration of approximately $126 million, net of cash acquired. This business provides installation, maintenance and repair services for infrastructure in the communication, power distribution, gas
distribution and alternative energy markets throughout the U.S. and is included in the Specialty Services segment since the date of acquisition.

•
 In January 2018, APi Group acquired an Ohio-based specialty services provider with annual revenues of
approximately $60 million for cash consideration of approximately $92 million, net of cash acquired. This business provides pipeline construction services, including natural gas distribution, midstream, transmission and related facility
services throughout the Midwest and Eastern U.S. and is included in the Specialty Services segment since the date of acquisition.

•
 In January 2018, APi Group acquired a Texas-based safety services provider with annual revenues of
approximately $56 million for cash consideration of approximately $43 million, net of cash acquired. This business provides contracting, design and installation services related to automatic fire protection systems throughout the Midwest
and Southern U.S. and is included in the Safety Services segment since the date of acquisition.

 Predecessor 2017

 APi Group completed the following principal acquisition in 2017:

•
 In February 2017, APi Group acquired a Minnesota-based industrial services provider with annual revenues of
approximately $68 million for cash consideration of approximately $53 million, net of cash acquired. This business provides heavy highway contracting services in northern Minnesota and Wisconsin and is included in the Specialty Services
segment since the date of acquisition.

 45

 Economic, Industry and Market Factors

We closely monitor the effects of general changes in economic and market conditions on our customers. General economic and market conditions
can negatively affect demand for our customers’ products and services, which can affect their planned capital and maintenance budgets in certain end markets. Market, regulatory and industry factors could affect demand for our services,
including: (i) changes to customers’