Everton have reached an exclusivity agreement with New York-based company MSP Sports Capital for investment in the club, BBC Sport understands.
Sources have said the deal is not yet done but talks are progressing between the two parties over future funding.
MSP look to have jumped ahead of 777 Partners, who have been in talks over a takeover from owner Farhad Moshiri.
Everton are currently two points above the Premier League’s relegation zone with one game remaining this season.
However, the Toffees will drop into the bottom three if Leicester win at Newcastle on Monday (20:00 BST).
MSP are believed to be looking for a 25% stake with a preferential share structure, not equity in the club, so would be paid back in interest.
777 have had access to the ‘data room’ (financial accounts), but have not been prepared to pay a ‘significant’ price as they have looked at the debt on the balance sheet – which stood at £141.7m in the latest accounts.
In February, Moshiri told the fans’ advisory board the club was “not for sale” but he had been talking to “top investors of real quality”.
The club requires funding for their new stadium, which is being built on Bramley Moore Dock, after costs increased from £500m originally to about £760m.
British-Iranian business Moshiri has invested over £750m of his own money since 2016, but some supporters are deeply unhappy about his ownership of the club.
Toffees fans have held protests before some home games this season and have called for Moshiri and the board to leave the club.
It is understood MSP will likely expect representation in the boardroom if they do complete their minority investment in the club.
An exclusivity agreement is described as a document in which a prospective buyer and seller agree to deal solely with each other in anticipation of an exchange of contracts by the end of a fixed period of time.
In this case, it protects MSP from being outbid by another party but it does not offer full protection from that happening outside of the specified time period.
Who are MSP?
MSP Sports Capital describe themselves as investors in sports teams, leagues and businesses that ‘pursue ambitious, challenging tasks’.
Their current portfolio includes European clubs such as Brondby in Denmark, Augsburg in Germany and Estoril of Portugal.
Their chairman, Iranian-American billionaire Jahm Najafi, is the vice-chairman of McLaren and also a minority owner of NBA team Phoenix Suns.
He attended the defeat to Southampton in January at Goodison Park and his net worth was valued at £2.9bn by the Paddock Magazine in 2021.
