Raw Mobility Pty Ltd - Chronology of Events (S ECI 2026 02511)

The Foundation

2009 – 2013

Raw Mobility is established as an Australian bulk SMS company. Marlau Trust holds 41% from incorporation, but its trustee Martin Gishen never engages with the company's affairs - all management is delegated to his son Brad, who deals exclusively with Asaf. From the outset, Brad instructs Asaf to mask Raw Mobility's identity and present himself as a Mobivate employee to all customers.

2009

Raw Mobility Pty Ltd incorporated

Shareholding: Asaf Shamir 18% (via SEA Discretionary Trust / Shamir Holdings), Marlau Trust 41%, Berman Family Trust 41%. Marlau Trust is controlled by Martin Gishen (Brad's father), but Asaf was not aware Brad was not the actual shareholder - he dealt exclusively with Brad and had no knowledge of the trust structure. Brad and Asaf are co-directors with equal management rights.

Source: ASIC company extract; RM Constitution

6 August 2012

Brad creates the masking arrangement

Brad emails all Mobivate staff: instructs them that Asaf - despite being with Raw Mobility - must use a @mobivate.com email address for all Mobivate customer dealings. Brad explicitly distinguishes "Mobivate matters" from "Raw Mobility related" work, confirming they are commercially separate entities. This arrangement continued for 13 years and is the basis of the later claim that RM's customers are "Mobivate's customers."

Source: Brad Dispute-mobivate email address.txt, msg #1 (6 Aug 2012, Brad → all Mobivate staff cc Asaf)

Brad's own instruction

November 2012

Brad dictates the 8.5% invoice format

Brad emails Asaf from brad.gishen@mobivate.com: "I need to see a line that says blender fee (i.e. the 8.5%)" - personally dictating the invoice format for the revenue-share arrangement. This email shows Brad personally designed the invoice structure.

Source: Brad Emails-TIER-A.txt, msgs #150-#151, lines 9206-9329 (19 Nov 2012, subject "RE: Invoice 213")

Brad's own words

August 2013

Brad refuses non-compete - and demands Asaf hire developers

Brad writes: "I will consider a non-compete when RM has other people who know blender" - conditioning a non-compete on RM hiring developers. When Asaf later hires a developer under Shamir Holdings (because Brad refused to protect RM from competition), Brad will characterise this as fraud. Brad also writes "your employee... that's your problem he is your staff" - acknowledging the SH/RM contracting relationship from day one.

Source: Brad Dispute-mobivate email address.txt (29 Aug 2013: non-compete; 28 Aug 2013: "your employee / your staff")

Brad's own words

The Partnership

2014 – Early 2025

Raw Mobility's Blender platform grows steadily, reaching $3.37M net profit in FY2024-25. In November 2014, Marlau acquires the remaining 41% stake - giving Martin Gishen's trust 82% control. Despite this, Martin continues to exercise no oversight and delegates all management to Brad, who simultaneously builds and controls the competing Mobivate business. Throughout this period, Brad repeatedly acknowledges the 8.5% revenue share, the developer arrangement, and Asaf's role in contemporaneous correspondence.

November 2014

Marlau acquires Berman's 41% - becomes 82% shareholder

Martin Gishen's Marlau Trust acquires the Berman Family Trust's 41% stake, giving Marlau 82% control of Raw Mobility. Asaf remains at 18% with no path to influence any shareholder vote. As controlling trustee, Martin assumes a corresponding duty of care - yet continues to exercise no oversight of how Brad manages RM or its relationship with Mobivate.

Source: Brad Emails-TIER-A.txt, msg #277, lines 15841-15871 (6 Nov 2014, cap table)

December 2017

Ari Berman resigns - Asaf becomes sole Australian-resident director

With Ari's departure, Asaf carries all personal director liability under Australian law while Brad sits in the UK and controls 82% via his father's trust.

Source: Brad Emails-TIER-A.txt, msgs #514-#515, lines 23899-23932 (7 Dec 2017, Ari resignation)

2018 – 2025

Brad repeatedly acknowledges the developer arrangement

Six WhatsApp messages (2019-2025) where Brad refers to "your employee," "your developer," "your dev guy." Brad also signs RM tax returns every year showing only $60K in salaries - no developer on RM payroll. Brad signed RM's annual returns each year, which showed only $60K in salaries.

Source: WhatsApp chat: 8 Aug 2019, 5 Sep 2019, 8 Oct 2019, 11 Aug 2020, 23 Dec 2020, 10 Jan 2025. ITR signatures: Gmail-Personal_Brad_Dispute.txt, msg #90

Brad's own words × 6

May 2022

Brad calls 8.5% "already agreed upon"

Brad writes: "RWM is providing the software and should get its already agreed upon 8.5%" - using the phrase "already agreed upon" two years before any dispute. The 8.5% revenue share is Brad-confirmed in writing across a 13-year span (2012–2025).

Source: Brad Emails-TIER-A.txt, msg #1044, lines 38536-38549 (26 May 2022, "Re: argentina with movilegate")

Brad's own words

February 2025

Brad asks GSCA about SH/RM structure - proving he knew

Brad emails the company accountants asking "Does Shamir Holdings charge Raw Mobility GST?" and "The owner of the code is Shamir Holdings - is that correct?" Three months before he claims to have "discovered" the arrangement, he is openly discussing its terms with the auditors. This email is contemporaneous evidence of Brad's knowledge of the SH/RM arrangement.

Source: Brad Emails-TIER-A.txt, msg #1286, lines 45678-45703 (15 Feb 2025, Brad → GSCA). Vincent Cai CPA reply: msg #1287 (16 Feb 2025)

Brad's own email to accountants

The Blueprint

May 2025

Brad circulates a spreadsheet to Asaf and Martin Gishen modelling a scenario where Mobivate stops paying Raw Mobility - reducing RM's taxable income to zero and its enterprise value to nothing. The benefit flows entirely to Brad via Mobivate; Marlau gets nothing. Martin, as trustee of the 82% shareholder, receives this proposal and raises no objection - despite it destroying the value of Marlau's own investment. Asaf rejects the proposal. Brad subsequently executes it unilaterally.

13 May 2025

Brad's diversion blueprint - the spreadsheet

Brad emails a spreadsheet (MBVT to RWM.xlsx) to Asaf and Martin Gishen, modelling a "Scenario 2" where Mobivate pays RM only $122K/month (down from $500K) and pays Shamir Holdings directly - eliminating RM's $460K/month taxable income to zero. By Brad's own arithmetic, Mobivate (Brad's company) is +$94K/month better off, Asaf gets a $6K sweetener, and the ATO loses $115K/month in corporate tax. Marlau Trust would receive nothing - RM's taxable income drops to zero, so there are no dividends to distribute. The benefit flows entirely to Brad via Mobivate, not to the 82% shareholder. Martin, as trustee of the 82% shareholder, received this proposal and raised no objection - despite it destroying the value of Marlau's own investment in RM. When Brad subsequently executed this plan unilaterally after Asaf rejected it, Martin used Marlau's 82% bloc to block every remedy Asaf proposed.

Source: Brad_MBVT_to_RWM_2025-05-13.xlsx (attached to Brad email 13 May 2025); Brad Emails-TIER-A.txt, msg #1357

Diversion blueprint

13 May 2025

Brad admits Mobivate does "100% of sales" via Raw Mobility

Same email: "We are doing 100% of the sales function of Raw Mobility (albeit via Mobivate) and are the sole reason for all of the growth." Also: "Mobivate pays 8.5%." Brad argues a $500K/month fee to RM leaves Mobivate/Marlau "$100K worse off each month" - framing the case for restructuring RM's revenue to zero. The restructure would eliminate RM's Australian taxable income and depress RM's enterprise value to nothing. If $500K/month represents the 8.5% share, Mobivate's gross revenue through the platform is approximately $5.9M/month. Asaf rejected the proposal; Brad subsequently executed it unilaterally.

Source: Brad Emails-TIER-A.txt, msg #1357 (13 May 2025, "Financial reports / Moving forward")

Brad's own words

14 May 2025

Brad pushes $1.9M dividend - then disputes the financials

Asaf proposes an $800K dividend. Brad insists on $2M: "the balance should therefore be over $3m and I propose a dividend of $2m." Brad drives the dividend UP, takes 82% ($1.56M to Marlau), then refuses to sign the financials that underpin it. Having taken the money, he pivots to attacking the structure that generated it.

Source: Gmail-Personal_Brad_Dispute.txt, msgs #37/#38/#40 (14-20 May 2025); Eyal Shamir letter msg #80 (25 Jun 2025)

Approbation & reprobation

The Diversion

June – December 2025

Brad executes the plan Asaf rejected. He replicates the Blender platform as "Vortex" inside Mobivate, then systematically migrates every Raw Mobility customer to the new platform. Revenue falls from $533K/month to under $100K/month within four months. Brad does this while serving as co-director of the company whose customers he is migrating. Throughout this period, Marlau Trust - the 82% shareholder whose dividends depend on RM's revenue - takes no action to stop or question the diversion. Martin's silence as trustee is consistent only with acquiescence in a scheme that benefits Brad at the expense of both Marlau and the minority shareholder.

June 2025

Raw Mobility hits peak: $532K net profit in a single month

RM's Blender platform is at its most profitable point ever - $6.39M annualised. This is the value Brad is about to destroy. Asaf's 18% of this run rate = $1.15M/year in dividend entitlement.

Source: RM_MultiMonth_PnL.csv (Jun 2025 net profit $532,557; FY total $3,373,389)

July 2025

Largest customer stops sending via Raw Mobility

The single largest customer (>$300K/month to RM) ceases routing through Blender. Revenue immediately drops from $576K to lower levels. This customer reappears on Mobivate's Vortex platform. The inflection point of the diversion.

Source: RM_MultiMonth_PnL.csv (Jul 2025 vs Jun 2025); Blender platform traffic logs

Revenue diversion

17–18 July 2025

Mobivate lead tech confirms information withheld from Asaf

Asaf messages John Huseinovic (Mobivate's lead tech) asking if the API proxy for Soft2Bet/Symplify is working. John replies there have been "customer updates" but says he needs "permission" to share details. He directs Asaf to Brad. A co-director of Raw Mobility is being told he needs "permission" to learn what is happening to RM's largest customer.

Source: WhatsApp_JohnHuseinovic_Jul2025.txt (17–18 Jul 2025, Asaf ↔ John Huseinovic)

Information withheld from co-director

August 2025

Revenue cliff begins - full diversion underway

RM monthly net profit crashes: $533K (Jun) → $513K (Jul) → $332K (Aug) → $111K (Sep). Brad has begun the systematic migration of RM clients to Mobivate's Vortex platform - consistent with the scenario modelled in Brad's May 2025 spreadsheet, executed after Asaf declined the proposal.

Source: RM_MultiYear_PnL.csv; Brad_MBVT_to_RWM_2025-05-13.xlsx (blueprint); Asaf rejected proposal 12 May 2025

Revenue diversion

3 October 2025

Mobivate staff actively poach RM customers

Mobivate employee Sybille Duvel emails a Raw Mobility customer (Goldenet) offering AU$100 credit to migrate to the "new platform." Brad's own staff are soliciting RM's customer base while Brad sits as RM co-director.

Source: Sybille Duvel → eli@goldenet, 3 Oct 2025 (forwarded to Asaf)

Active client poaching

30 October 2025

Developer made redundant - RM stops paying Shamir Holdings

The Shamir Holdings developer (who built and maintained Blender) is made redundant as RM can no longer afford the payments. Brad is simultaneously spending to build Vortex - a copy of the platform Asaf created and maintained through Shamir Holdings.

Oppressive act

25 November 2025

Scripted mass migration - 16+ clients moved overnight

A Mobivate script (optimove@ip-10-0-10-63) enumerates 16+ Optimove client accounts as "Confirmed - Moved to Mobivate" via vortex.mobivatebulksms.com. This is an automated migration of clients from a company Brad co-directs.

Source: Customer_Migration_Logs.txt (optimove@ip-10-0-10-63); JIRA: ISPRINT-207, ISPRINT-208, ISPRINT-210

Automated mass migration

8 December 2025

TCI Health 2FA outage proves covert routing

A critical outage affecting TCI Health's two-factor authentication reveals that Mobivate had been routing RM customers through api.mobivatebulksms.com - then silently disabled the route.

Source: TCI_Health_Outage.png; Tallbob_Route_Not_Working.pdf

Covert infrastructure switch

15 December 2025

GSCA accountants signal intention to resign

Raw Mobility's accountants (Green & Sternfeld / GSCA) inform Asaf of their intention to resign from the RM engagement, citing Brad's aggressive conduct and a perceived conflict of interest (GSCA also acts for Shamir Holdings). The threat to RM's accounting continuity is a direct consequence of Brad's behaviour toward the company's professional advisers.

Oppressive conduct

July – December 2025

Marlau Trust takes no action as RM revenue collapses

Over six months, Raw Mobility's net profit falls from $533K/month to under $100K/month. Marlau Trust - whose 82% entitlement to RM dividends is being destroyed - takes no shareholder action to stop the diversion, question Brad's conduct, or protect the trust's investment. Martin had received Brad's diversion blueprint in May 2025. His inaction as trustee during the collapse is consistent only with acquiescence in a scheme that enriches Brad personally through Mobivate while destroying the value of both Marlau's and Asaf's shareholdings in RM.

Majority shareholder acquiescence

The Lockout

December 2025

Having diverted the revenue, Brad moves to exclude Asaf from operations. In a single email on 29 December 2025, Brad explicitly states he acts "on behalf of Marlau Trust" - confirming Martin has authorised the lockout. Acting simultaneously as RM director, Marlau's agent, and Mobivate owner, Brad revokes Asaf's system access, threatens to suspend his salary, and prohibits contact with customers.

29 December 2025

The "Formal Notice" - Brad's smoking gun

Brad sends a single email that: (a) declares he acts "as director of Raw Mobility and on behalf of Marlau Trust and Mobivate Limited" - an explicit admission of conflict of interest; (b) halts all OMLF payments to Shamir Holdings via Marlau decision, bypassing Asaf as co-director; (c) threatens to suspend Asaf's $4,775/month salary; (d) revokes access to Jira, Cloudflare, AWS, DigitalOcean, Infobip, iSprint, GoDaddy, and Optimove; (e) prohibits contact with any Mobivate customer; (f) inflates the developer "exposure" to $1.2M (vs ~$40K actual); (g) confirms RM has suffered "material decline in transaction volume" - admitting the collapse.

Source: Brad_Email_2025-12-29_FormalNotice.txt; Gmail-Personal_Brad_Dispute.txt

Multiple oppressive acts

The Freeze-out

January – April 2026

With revenue diverted and Asaf excluded from systems, Martin uses Marlau's 82% voting bloc to defeat every resolution Asaf proposes. On 22 April 2026, SBA Law writes to Westpac requiring dual sign-off for any transaction - effectively freezing RM's accounts (~$2.2M). The next day, Martin instructs SBA to file a winding-up application. Three days later, SBA deflects on $119K owed to RM by Mobivate while the account freeze prevents RM from paying its own suppliers and software subscriptions. The "deadlock" subsequently relied upon in the winding-up application is manufactured by the majority shareholder - not a genuine commercial impasse.

12 January 2026

Martin pre-votes against all Asaf resolutions

Martin Gishen, as Trustee of Marlau Trust, votes against every resolution Asaf proposes for the 19 January EGM - in writing, in advance. Asaf had never met nor spoken to Martin prior to this EGM. Martin had received Brad's May 2025 spreadsheet showing RM's profit being zeroed out for Brad's benefit, raised no objection to the subsequent diversion, and now uses the 82% bloc to prevent the minority shareholder from obtaining any remedy. As trustee of the majority shareholder, Martin's conduct in exercising Marlau's voting power is itself the oppressive act under s232.

Source: Gmail-Personal_Starred.txt, msgs #312-#313 (12 Jan 2026, Martin Gishen proxy votes)

82% freeze-out

16 January 2026

Brad refuses to pay $119K in undisputed invoices

Asaf chases payment of RM invoices 471 and 474 (total $119,153). Brad responds: "It appears that Mobivate has overpaid Raw Mobility over the years." He demands 5.5 years of historical data to fish for an "overpayment" theory - the same theory SBA Law later dresses up as a $1.2M clawback claim.

Source: Invoice 471 ($102,672.44); Invoice 474 ($16,480.72); Tax Invoice email thread

Oppressive act

19 January 2026

EGM - all resolutions defeated by Marlau's 82%

Asaf calls an EGM seeking to remove Brad as director and address the revenue diversion. Martin votes the 82% bloc against every resolution. This is the first time Asaf meets Martin. During the EGM, Martin claims to know nothing about the internals of Mobivate while simultaneously explaining that Brad is not actually a director of Mobivate - a distinction Asaf's co-director had never disclosed. It also emerges that Brad created a corporate separation between Mobivate UK and a Mobivate Guernsey entity. While Brad had referred to Guernsey operationally over the years, he never formally disclosed the corporate structure, ownership, or the reason RM's revenue was routed through an offshore entity - despite his obligations as co-director under s191 of the Corporations Act. The "deadlock" Brad later relies on for winding up is not a genuine commercial impasse - it is the result of one family using supermajority control to block the minority from any remedy.

Manufactured deadlock

31 July 2025 → January 2026

Brad refuses mediation

Brad writes: "I will not waste my time on mediation and as mentioned before am proceeding with a forensic auditor." He rejects every opportunity for resolution while the revenue diversion continues.

Source: Gmail-Personal_Brad_Dispute.txt, msg #90 (31 Jul 2025)

Refusal to engage

22 April 2026

SBA Law writes to Westpac - bank accounts frozen

SBA Law, acting for Brad, writes to Westpac requiring that no funds be distributed without the express written authority of both directors. The letter threatens to hold Westpac responsible for any transfers without dual sign-off. The bank responds by freezing both RM accounts (~$2.2M). Asaf can no longer pay company expenses, suppliers, statutory obligations (BAS, tax), his own salary, or infrastructure providers including AWS (which hosts RM's entire platform - non-payment risks account suspension and total destruction of the company's infrastructure). The freeze prevents RM from meeting its obligations - directly causing the departure of RM's last customer (TCI Health) and creating further grounds for the winding-up application Marlau files the next day.

Source: SBA Letter to Westpac, 22 Apr 2026 (SB:RMM:260232, Kelly Powers to Jamie De Guzman, Westpac)

Oppressive act

25 April 2026

SBA confirms Martin instructed winding-up - deflects on $119K owed by Mobivate

SBA Law writes to KCL Law confirming: "we were instructed by Martin to apply to wind up the Company." In the same letter, SBA deflects on the $119K in undisputed invoices owed by Brad's company (Mobivate) to RM, claiming Asaf "has no authority to demand payment on behalf of the Company" and that SBA does "not hold instructions to act for Mobivate Limited." Martin - who instructs SBA to freeze RM's accounts and wind up the company - simultaneously refuses to pursue $119K owed to RM by his own son's company. The contrast is stark: Marlau blocks payment of RM's accounting software subscription (Saasu, ~$2K/year) by freezing the accounts, while taking no action to recover $119K from a related party. The majority shareholder is willing to let the company's operational tools lapse while shielding the related party that owes the company money.

Source: SBA Letter to KCL Law, 25 Apr 2026 (SB:NB:260232, Kelly Powers to Weinberger/Buckley)

Selective enforcement / deflection

The Bullying

March – May 2026

With the company's revenue diverted and accounts frozen, SBA Law writes on behalf of Marlau Trust proposing settlement terms: accept a buyout based on the company's current (reduced) value, execute mutual releases, and close the company. The terms would require Asaf to surrender his 18% interest at a fraction of pre-diversion value. When Asaf declines, Marlau files a winding-up application - seeking to liquidate the company at the diminished value Marlau's own conduct created.

31 March 2026

SBA Law sends open and without-prejudice letters

SBA Law (for Marlau Trust) sends settlement letters proposing: wind up Raw Mobility, divide the (now depleted) assets, and claw back an alleged $1.2M "developer overcharge" from Asaf's share. The offer asks Asaf to surrender his 18% of enterprise value, execute full releases, and waive RM's claims - in exchange for a fraction of the cash balance. The "waiver" of Marlau's $20K loan is presented as if it has value.

Source: SBA open letter (SB:RMM:260232); SBA without-prejudice letter

Coercive settlement offer

23 April 2026

Martin instructs winding-up application - filed with Supreme Court

SBA Law confirms in writing that "we were instructed by Martin to apply to wind up the Company." The summons and supporting affidavit are filed on 23 April 2026 (S ECI 2026 02511). The 82% majority shareholder - whose trustee received the diversion blueprint, acquiesced in the revenue collapse, authorised the bank freeze, and refused to recover $119K from Mobivate - now applies to liquidate the company at its diminished value.

Source: SBA Letter to KCL Law, 25 Apr 2026 ("we were instructed by Martin"); Supreme Court of Victoria, S ECI 2026 02511

Winding-up as oppression

The Fightback

April – May 2026

Asaf retains KCL Law and barrister Adam Segal. Shamir Holdings files a Notice of Appearance opposing the winding up and foreshadowing a cross-application for oppression under sections 232 and 234 of the Corporations Act - with Marlau Trust (Martin Gishen as trustee) as respondent.

Late April 2026

KCL Law and Adam Segal retained

Asaf engages KCL Law (Lauren Buckley, David Weinberger) and barrister Adam Segal to pursue oppression relief. Strategy: cross-application in the existing winding-up proceeding seeking buyout at pre-oppression fair value plus account of profits.

Legal engagement

Early May 2026

Form 4 Notice of Appearance filed

Shamir Holdings files a Notice of Appearance in S ECI 2026 02511, opposing the winding up and foreshadowing a cross-application under ss 232 and 234 of the Corporations Act. The court is on notice that Brad's "deadlock" narrative will be challenged.

Source: Form 4 Notice of Appearance; filed by KCL Law

Court filing

5 May 2026

SBA demands cross-application by 13 May - KCL declines

SBA Law writes demanding the oppression application be filed by 13 May. David Weinberger advises: "We are not obliged to follow their timetable." SBA is attempting to force a rushed filing that benefits Brad's preparation.

Source: SBA letter 5 May 2026; David Weinberger email to Asaf, 5 May 2026

Pressure tactic

6 May 2026

KCL requests SBA approve basic company payments - freeze blocking salary, BAS, and infrastructure

Lauren Buckley (KCL Law) writes to Kelly Powers (SBA Law) requesting approval to pay four items from the frozen accounts: ATO BAS ($49,630, due 26 May), bookkeeper ($264), Asaf's salary for April ($4,012.71), and AIS ($763). These are routine, undisputed company obligations. Because of the bank freeze SBA itself initiated, RM cannot pay its salary, meet statutory tax obligations, or pay for infrastructure services. AWS - which hosts RM's entire platform - cannot be paid, risking suspension or deletion of the account and total destruction of RM's remaining infrastructure. The majority shareholder's freeze is not merely blocking access to funds - it is actively dismantling the company.

Infrastructure destruction via freeze

30 April 2026

Last remaining customer (TCI Health) leaves Raw Mobility - revenue falls to zero

TCI Health, Raw Mobility's sole remaining customer, notifies Asaf it will transition away immediately. Joseph Ziv (TCI Health) writes: the ongoing instability is "not workable" and "a pattern we can no longer tolerate." The disruptions were caused by the blocking of the Tallbob SMS route without prior notice and Marlau's instruction (via SBA Law) to freeze RM's bank accounts, preventing Asaf from paying suppliers. Raw Mobility's monthly revenue is now $0.

Source: TCI Health departure email (30 Apr 2026, Joseph Ziv → Asaf Shamir)

Final revenue destruction

15 May 2026

Return date - Supreme Court of Victoria

First hearing. Directions to be set. The question the court will ultimately decide: was the "deadlock" genuine - or was it the result of a majority shareholder first diverting the company's revenue, then using voting control to block the minority's resolutions, and then applying to wind up the company at its reduced value?

Hearing

Raw Mobility Pty Ltd - Chronology of Events

Raw Mobility Monthly Net Profit (AUD, thousands)

Peak Annual Profit

Current Monthly Revenue

Cash Frozen in RM Accounts

Asaf's 18% Entitlement

Marlau Trust - Chronology of Oppressive Conduct

Summary of Marlau Trust's Conduct