GPX GP Strategies Corp

EXPLANATORY STATEMENT — DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statements of GP Strategies Corporation (the “Company”) on Form S-8 (collectively, the “Registration Statements”):

On October 14, 2021 (the “Effective Time”), the Company completed the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 15, 2021, among the Company, Learning Technologies Group plc, a public limited company incorporated in England and Wales (“LTG”), Learning Technologies Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of LTG (“US Holdco”), and Gravity Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of US Holdco (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned, indirect subsidiary of LTG. Upon consummation of the Merger, at the Effective Time, each share of Common Stock of the Company issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company, any subsidiary of the Company, LTG, US Holdco, Merger Sub or any other subsidiary of LTG and shares owned by Company stockholders who have exercised their appraisal rights under Delaware law) was automatically cancelled and converted into the right to receive $20.85 in cash, without interest and subject to deduction for any required withholding tax. In addition, (A) each restricted stock unit granted by the Company that was subject only to time-based vesting conditions and was outstanding and unvested immediately prior to the merger were automatically cancelled and converted into the right to receive an amount of cash equal to the product of (a) the number of shares then underlying such restricted stock unit, multiplied by (b) $20.85 per share and (B) each restricted stock unit granted by GP Strategies that was subject to performance-based vesting conditions was is outstanding and unvested immediately prior to the merger was automatically cancelled and converted into the right to receive an amount of cash equal to the product of (a) the number of shares that vest upon a Sale of the Company (as defined in each of the GP Strategies Corporation 2018 Amended Long-Term Incentive Program and the GP Strategies Corporation 2021 Long-Term Incentive Program) pursuant to the terms of the grant of such restricted stock unit, multiplied by (b) $20.85 per share.

As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made by the Company in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Company registered but unsold under the Registration Statements as of the date hereof.