Exhibit 10.24

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT

THIS AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this “Second Amendment”), dated as of August 21, 2026, is entered into by and between Everli Global Inc., a Nevada corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company (the “Investor”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in Annex I to the Note Purchase Agreement referred to below.

RECITALS

WHEREAS, The Company and the Investor are party to that certain Note Purchase Agreement, dated as of March 6, 2026 (as amended on May 8, 2026, the “Existing NPA”; and the Existing NPA, as amended by this Amendment, the “NPA”); and

WHEREAS, pursuant to Section 7 of the Existing NPA, the Company and the Investor have agreed to amend the Existing NPA as herein provided.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor each hereby agree as follows:

Amendments, Supplements and Modifications to Note Purchase Agreement and Promissory Notes. The parties hereby agree to the following amendments, supplements and modifications as follows:

Subsequent Closings. On or about the date hereof, subject to the satisfaction of the conditions set forth in Annex II attached to the NPA, the Investor shall advance to the Company the fourth tranche of the Advance in the principal amount of $4,000,000 and the Company shall issue a Note evidencing such Advance (the “Fourth Closing”), and on or about the date of the closing of the Business Combination, subject to the satisfaction of the conditions set forth in Annex II attached to the NPA (including the modifications to Annex II set forth in this Second Amendment), the Investor shall advance to the Company the fifth tranche of the Advance in the principal amount of $2,000,000 and the Company shall issue a Note evidencing such Advance (the “Fifth Closing”).

Reference is made to the Equity Shares issued to the Investor in connection with the First Closing (the “First Closing Equity Shares”) which shall convert into, be exchanged for, or otherwise entitle the Investor to receive 600,000 Surviving Entity Shares. The Company hereby agrees to issue or cause to be transferred to the Investor on the date of the Fourth Closing such number of additional shares of Common Stock (the “Additional Equity Shares”) as is necessary so that, upon and after consummation of the Business Combination and after giving effect to any conversion, exchange, reclassification, domestication or similar transaction contemplated thereby, such Equity Shares together with the Additional Equity Shares shall convert into, be exchanged for, or otherwise entitle the Investor to receive an aggregate of 1,000,000 shares of common stock of the surviving entity resulting from the Business Combination (the “Aggregate Surviving Entity Shares”); provided that the number of Additional Equity Shares shall be equitably adjusted to reflect the applicable exchange ratio and any stock split, stock dividend, reclassification, recapitalization or similar event occurring prior to the consummation of the Business Combination so that the Investor receives 1,000,000 Aggregate Surviving Entity Shares (subject to customary rounding). The Aggregate Surviving Equity Shares issuable hereunder shall be registered on the Form S-4.

Annex II of the NPA shall be amended by adding the following conditions precedent:

“l) Solely with respect to the Fifth Closing, (i) the Business Combination shall have occurred and closed on or before October 31, 2026 in accordance with the terms and conditions of the Business Combination Agreement as in effect on the date of the Second Amendment, (ii) the surviving entity upon consummation of the Business Combination shall have entered into the SEPA, (iii) the shares of the surviving entity following the Business Combination shall be listed and trading on the Principal Market, and (iv) the surviving company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the maximum number of Common Shares issuable pursuant to the Notes issued and to be issued pursuant to the NPA, (v) the Aggregate Surviving Equity Shares shall have been issued to the Investor in accordance with the terms of the NPA, and (vi) the Company shall have closed the PIPE Investment (as defined in the S-4) with gross proceeds of at least $10 million on terms and conditions reasonably satisfactory to the Investor.”

Each Note issued pursuant to the NPA, including the form of the Note to be issued in connection with the Fourth Closing and the Fifth Closing shall be amended such that the definition of the Business Combination Deadline shall be amended to be October 31, 2026, and the Investor waives any rights it had in each Note issued pursuant to the NPA in connection with, and solely in connection with, any prior definition of the term Business Combination Deadline.

Notwithstanding any limitations set forth in Section 6(f) of the NPA, the Company shall pay to the Investor an additional expense reimbursement in the amount of $25,000 in connection with the Fourth Closing for fees and expenses in incurred by the Investor prior to and in connection with the Fourth Closing, and, to the extent the Investor incurs additional costs and expenses after the Fourth Closing, in connection with the Fifth Closing an amount not to exceed $25,000.

Conditions Precedent to this Amendment. The Amendment shall become effective (such date, the “Effective Date”) upon the satisfaction of the following conditions:

Receipt by the Investor of a duly executed signature page from the Company hereto.

Receipt by the Investor of the Additional Equity Shares.

Representations and Warranties. The Company hereby represents and warrants that (a) this Amendment is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, (b) no breach, default, Event of Default or, to the Company’s knowledge, a potential breach, default or Event of Default shall have occurred and be continuing and (c) the representations and warranties set forth in the Existing NPA and in the other Transaction Documents are true and correct in all respects on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case, such representation or warranty shall be true and correct in all material respects as of such earlier date).

Ratification. Except as expressly amended by this Amendment, all the terms and provisions of the NPA are hereby ratified and affirmed in all respects.

Entire Agreement. The NPA (including, without limitation, all Annexes, Schedules and Exhibits attached thereto), as amended by this Amendment, constitutes the entire written agreement of the Parties with regard to the subject matter thereof and supersedes any prior oral or written agreements or understandings.

Transaction Document; References. This Amendment is a Transaction Document for all purposes under the NPA and all existing and future Transaction Documents related thereto. Upon the effectiveness of this Amendment, each reference in the NPA to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Existing NPA as amended hereby, and each reference to the NPA in any other document, instrument or agreement executed and/or delivered in connection with the NPA shall mean and be a reference to the Existing NPA as amended hereby.

Miscellaneous.

Counterparts. Section 7(g) (Counterparts) of the Existing NPA is incorporated herein mutatis mutandis.

Governing Law; Venue; Etc. Section 7(b)(Governing Law) is incorporated herein mutatis mutandis.

[REMAINDER PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Note Purchase Agreement as of the date first written above.

	EVERLI GLOBAL INC.

	By:	/s/ Salvatore Palella
	Name:	Salvatore Palella
	Title:	Chief Executive Officer

	INVESTOR

	YA II PN, LTD.

	By:	Yorkville Advisors Global, LP

	By:	Yorkville Advisors Global II, LLC
	Its:	General Partner

	By:	/s/ Matthew Beckman
	Name:	Matthew Beckman
	Title:	Manager