Everton has reached an exclusive agreement with New York-based MSP Sports Capital to invest in the club, BBC Sport understands.
Sources said the deal was not finalized yet, but talks were progressing between the two parties on future financing.
MSP appears to have jumped ahead of 777 Partners, who were in talks about a takeover from owner Farhad Moshiri.
Everton are currently two points above the Premier League relegation zone with one game remaining this season.
However, the Toffees will drop to the bottom three if Leicester beat Newcastle on Monday (20:00 GMT).
It is believed that MSP is looking for a 25% stake with a preferential equity structure, not club stakes, so it will be paid off at interest.
777 had access to the ‘dataroom’ (financial accounts), but were unwilling to pay a ‘big’ price because they looked at debt on the balance sheet – which amounted to £141.7m at latest accounts.
In February, Moshiri told Audience Advisory Council The club was “not for sale” but he was speaking to “senior investors of real quality”.
The club needs funding for its new stadium, which is being built on Bramley Moore Dock, next increased costs From £500m originally to around £760m.
Moshiri, a British-Iranian company, has invested more than £750m of his own money since 2016, but some supporters are deeply unhappy with his ownership of the club.
Toffees fans have staged protests before some home matches this season, calling on Moshiri and the council to leave the club.
It is understood that MSP will likely expect representation on the board of directors if they complete their minority investment in the club.
An exclusivity agreement is described as a document in which a potential buyer and seller agree to deal only with each other in anticipation of exchanging contracts at the end of a specified period of time.
In this case, it protects the MSP from being outbid by another party but does not provide complete protection from this happening outside of the specified time period.
Who are MSPs?
MSP Sports Capital describes themselves as investors in sports teams, leagues, and companies that are “pursuing ambitious and challenging missions.”
Their current portfolio includes European clubs such as Brøndby in Denmark, Augsburg in Germany and Estoril in Portugal.
Their boss, Iranian-American billionaire Jahem Najafi, is a vice-president of McLaren and also a minority owner of the NBA’s Phoenix Suns.
He attended Southampton’s defeat in January at Goodison Park and his net worth was estimated at £2.9 billion by Paddock Magazine in 2021.