January 16, 2020

Russell Becker
Chief Executive Officer
APi Group Corporation
c/o APi Group, Inc.
1100 Old Highway 8 NW
New Brighton, MN 55112

       Re: APi Group Corporation
           Draft Registration Statement on Form S-4
           Submitted December 23, 2019
           CIK No. 0001796209

Dear Mr. Becker:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-4

General

1.     Please confirm that the Delaware corporation to be formed in the
domestication will file a
       post-effective amendment adopting the Form S-4 registration statement as
its own and
       updating the disclosure as appropriate.
Cover Page

2.     Please disclose the amount of securities being registered on the
prospectus cover page.
       See Item 1 of Form S-4 and Item 501 of Regulation S-K.
 Russell Becker
FirstName LastNameRussell Becker
APi Group Corporation
Comapany NameAPi Group Corporation
January 16, 2020
Page 2
January 16, 2020 Page 2
FirstName LastName
Summary, page 1

3.       We note your disclosure that the consideration for the APi Acquisition
consisted partly of
         the issuance of ordinary shares. Please disclose the section of the
Securities Act or the
         rule of the Commission under which exemption from registration was
claimed and the
         facts relied upon to make the exemption available.
4.       We note your statement that "[n]o action of our shareholders is
required to effect the
         Domestication." Please disclose why you believe no shareholder
approval is required.
The Domestication, page 35

5.       Please clarify whether, immediately prior to the succession, APG
Delaware had any assets
         or liabilities other than nominal assets or liabilities.
APi Group Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Contractual Obligations and Commitments and Off-Balance Sheet Financing
Arrangements,
page 57

6.       We note your contractual obligations table excludes interest. Please
revise to disclose the
         amount of interest related to your contractual obligations, or tell us
how you determined
         this disclosure is not necessary. Please refer to footnote 46 in our
Release 33-8350.
Business, page 67

7.       Please expand your disclosure, as required by Item 14 of Form S-4. For
example:

              The sources and availability of raw materials. See Item
101(c)(iii) of Regulation S-
              K.
              Material estimated capital expenditures for environmental control
facilities. See Item
              101(c)(xii) of Regulation S-K.
              Material pending legal proceedings. See Item 103 of Regulation
S-K.
Related Party Transactions, page 98

8.       We note the related party transactions described on pages F-48 and
F-49. As applicable,
         please provide the disclosure required by Item 404(a) of Regulation
S-K or advise. See
         also Instruction 1 to Item 404.
Security Ownership, page 100

9.       Please identify the natural person or persons who, directly or
indirectly, exercise sole or
         shared voting and/or investment powers with respect to the shares held
by each 5%
         beneficial owner that is not a natural person.
 Russell Becker
APi Group Corporation
January 16, 2020
Page 3
Material U.S. Federal Income Tax Consequences, page 121

10.   Please revise the statement that the discussion is for informational
purposes only on page
      122. For guidance, refer to Section III.D.1 of Staff Legal Bulletin No.
19.
11.   We note your statement on page 123 that the APi acquisition and the
Domestication
      should each constitute an F reorganization. Please revise the language to
clarify that
      counsel plans to provide a "will" tax opinion. If counsel intends to
provide a "should"
      opinion, please explain the facts or circumstances resulting in this
uncertainty, the degree
      of uncertainty, and add appropriate risk factor disclosure. For guidance,
refer to Section
      III.C.4 of Staff Legal Bulletin No. 19.
Financial Statements, page F-1

12.   Please tell us which entity you have identified as the accounting
acquirer and your basis in
      U.S. GAAP for your determination. Please clarify the facts and
circumstances considered
      in arriving at your conclusion. Your response should address the factors
outlined within
      paragraphs 10-15 of ASC 805-10-55.
APi Group, Inc. and Subsidiaries Consolidated Financial Statements
Note 4. Fair Value of Financial Instruments, page F-42

13.   We note you calculated the fair value of your contingent earn-out
obligations. Please tell
      us how you determined it was not necessary to provide quantitative
information about the
      significant unobservable inputs used in the fair value measurement of
these obligations.
      Please refer to ASC 820-10-50-2(bbb).
Undertakings, page II-3

14.   Please provide the undertaking required by Item 512(a)(5)(ii) of
Regulation S-K. Item
      512(a)(5)(ii) is required for any prospectus filed in reliance on Rule
430C. For guidance,
      refer to Securities Act Rules Compliance and Disclosure Interpretation,
Question 229.01.
       You may contact Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at 202-551-3713 with
any other
questions.



                                                            Sincerely,
FirstName LastNameRussell Becker
                                                            Division of
Corporation Finance
Comapany NameAPi Group Corporation
                                                            Office of Real
Estate & Construction
January 16, 2020 Page 3
cc:       Donn A. Beloff Esq.
FirstName LastName